Exhibit 10.6


 


Freddie Mac Loan No. for Floating
Rate Period:  504189492


Freddie Mac Loan No. for Fixed
Rate Period:  504189077


Property Name: St. Andrew's Village


 


multifamily
LOAN AND SECURITY AGREEMENT – seniors housing


 


(Revised 3-1-2014)


 


	Borrower:	SENTIO STAV LANDLORD, LLC, a Delaware limited liability company
	 	 
	Lender:	CBRE CAPITAL MARKETS, INC., a Texas corporation
	 	 
	Date:	August 19, 2014
	 	 
	Loan Amount:	$30,205,000.00


 


Reserve Fund Information


(See Article IV)


 


Imposition Reserves (fill
in “Collect” or “Deferred” as appropriate for each item)


 


	(Deferred)	Insurance
	(Collect)	Taxes
	(Deferred)	water/sewer
	(N/A)	Ground Rents
	(Deferred)	assessments/other charges


 


	Repair Reserve	Repairs required?	 	 ̈  Yes	x  No
	 	If Yes, is a Reserve required?	 	 ̈  Yes	 ̈  No
	If Yes to Repairs, but No Reserve, is a Letter of Credit required?	 	 ̈  Yes	 ̈  No


  


	Replacement Reserve	  x  
Yes   If Yes:  x  
Funded  ̈  Deferred
	 	   ̈    No
	 	 
	Rental Achievement Reserve	   ̈  Yes
  If Yes:   ̈   Cash 
 ̈ Letter of Credit
	 	 
	 	  x  No
	 	 
	Rate Cap Agreement Reserve (Cap Collateral)	   ̈  Yes   x   No
	 	 
	Other Reserve(s)	   ̈  Yes     x  No
	 	 	 


 


	If Yes, specify:	 
	 	 


 




    	 



    	 



    

 


Attached Riders 


(See Article XIII)


 


	Name of Rider	 	Date Revised
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT -REPLACEMENT RESERVE FUND – IMMEDIATE DEPOSITS	 	3-1-2014
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT - ENTITY GUARANTOR	 	3-1-2014
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT - ADDITIONAL PROVISIONS FOR LOANS EQUAL TO OR GREATER THAN
    $25,000,000	 	3-1-2014
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT - MONTH TO MONTH LEASES	 	3-1-2014
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT - NO DEFEASANCE [MODIFIED FOR FLOAT TO FIXED TRANSACTIONS]	 	3-1-2014
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT - TRADE NAMES	 	3-1-2014
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT - MEDICARE, MEDICAID AND GOVERNMENTAL PAYOR PROGRAMS – SENIORS HOUSING	 	3-1-2014
	 	 	 
	RIDER TO MULTIFAMILY HOUSING LOAN AND SECURITY AGREEMENT - OPERATING LEASE – SENIORS HOUSING [MODIFIED]	 	3-1-2014
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT - EXPANSION PROJECT	 	3-1-2014
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT - PROPERTY IMPROVEMENT ALTERATIONS	 	6-24-2014
	 	 	 
	RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT - Acuity
    Mix Conversion – SENIORS HOUSING	 	3-1-2014


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page ii



    	 



    

 


Exhibit B Modifications 


(See Article XIV)


  


	Are any Exhibit B modifications attached?	   x   Yes    ̈   No


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page iii



    	 



    

 


TABLE
OF CONTENTS


 


	ARTICLE I	DEFINED TERMS; CONSTRUCTION	1
	1.01	Defined Terms	1
	1.02	Construction	1
	 	 	 	 
	ARTICLE II	LOAN	2
	2.01	Loan Terms	2
	2.02	Prepayment Premium	2
	2.03	Exculpation	2
	2.04	Application of Payments	2
	2.05	Usury Savings	2
	2.06	Adjustable Rate Mortgage – Third Party Cap Agreement	2
	 	 	 	 
	ARTICLE III	LOAN SECURITY AND GUARANTY	3
	3.01	Security Instrument	3
	3.02	Reserve Funds	3
	3.03	Uniform Commercial Code Security Agreement	4
	3.04	Rate Cap Agreement Reserve Fund	4
	3.05	Guaranty	4
	3.06	Assignment of Licenses, Certificates and Permits	4
	3.07	Reserved	4
	 	 	 	 
	ARTICLE IV	RESERVE FUNDS AND REQUIREMENTS	5
	4.01	Reserves Generally	5
	4.02	Reserves for Taxes, Insurance and Other Charges	5
	4.03	Repairs; Repair Reserve Fund	7
	4.04	Replacement Reserve Fund	7
	4.05	Rental Achievement Provisions	7
	4.06	Debt Service Reserve	7
	4.07	Rate Cap Agreement Reserve Fund	7
	4.08	Reserved	7
	4.09	Reserved	7
	 	 	 	7
	ARTICLE V	REPRESENTATIONS AND WARRANTIES	7
	5.01	Review of Documents	 
	5.02	Condition of Mortgaged Property	7
	5.03	No Condemnation	8
	5.04	Actions; Suits; Proceedings	8
	5.05	Environmental	8
	5.06	Commencement of Work; No Labor or Materialmen’s Claims	9
	5.07	Compliance with Applicable Laws and Regulations	10
	5.08	Access; Utilities; Tax Parcels	11
	5.09	Licenses and Permits	11
	5.10	No Other Interests	12
	5.11	Term of Leases	12


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page iv



    	 



    

 


	5.12	No Prior Assignment; Prepayment of Rents	13
	5.13	Illegal Activity	13
	5.14	Taxes Paid	13
	5.15	Title Exceptions	13
	5.16	No Change in Facts or Circumstances	13
	5.17	Financial Statements	14
	5.18	ERISA – Borrower Status	14
	5.19	No Fraudulent Transfer or Preference	14
	5.20	No Insolvency or Judgment	14
	5.21	Working Capital	15
	5.22	Cap Collateral	15
	5.23	Ground Lease	15
	5.24	Purpose of Loan	15
	5.25	Intended Use	16
	5.26	Furniture, Fixtures, Equipment, and Motor Vehicles	17
	5.27	Participant in Federal Programs	17
	5.28	Certificate of Need	17
	5.29	Contracts	17
	5.30	Material Contracts	18
	5.31	No Financing Statements	18
	5.32	Medicare and Medicaid	18
	5.33	Third-Party Payor Programs and Private Commercial Insurance Managed Care and Employee Assistance Programs	20
	5.34	No Transfer or Pledge of Licenses	20
	5.35	No Pledge of Receivables	20
	5.36	Patient and Resident Care Agreements	20
	5.37	Patient and Resident Records	21
	5.38	No Facility Deficiencies, Enforcement Actions or Violations	21
	5.39	Seniors Housing Operator	21
	5.40	Recycled SPE Borrower	21
	5.41	Recycled SPE Equity Owner	21
	5.42	Through 5.50 Are Reserved	21
	5.51	Survival	21
	 	 	 	 
	ARTICLE VI	BORROWER COVENANTS	21
	6.01	Compliance with Laws	21
	6.02	Compliance with Organizational Documents	22
	6.03	Use of Mortgaged Property	22
	6.04	Non-Residential Leases	23
	6.05	Prepayment of Rents	24
	6.06	Inspection	24
	6.07	Books and Records; Financial Reporting	25
	6.08	Taxes; Operating Expenses; Ground Rents	29
	6.09	Preservation, Management and Maintenance of Mortgaged Property	30
	6.10	Insurance	32
	6.11	Condemnation	38


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page v



    	 



    

 


	6.12	Environmental Hazards	40
	6.13	Single Purpose Entity Requirements	42
	6.14	Repairs and Capital Replacements	48
	6.15	Residential Leases Affecting the Mortgaged Property	49
	6.16	Litigation; Government Proceedings	49
	6.17	Further Assurances and Estoppel Certificates; Lender’s Expenses	49
	6.18	Cap Collateral	50
	6.19	Ground Lease	50
	6.20	ERISA Requirements	50
	6.21	Operation of the Facility	51
	6.22	Facility Reporting	52
	6.23	Covenants Regarding Material Contracts	53
	6.24	Pledge of Receivables	54
	6.25	Property Manager and Operator of the Facility	54
	6.26	Residential Leases and Agreements	54
	6.27	Performance Under Leases	55
	6.28	Governmental Payor Programs	55
	6.29	Additional Covenants Regarding Operator	57
	6.30	Through 6.41 Are Reserved	57
	 	 	 	 
	ARTICLE VII	TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER	57
	7.01	Permitted Transfers	57
	7.02	Prohibited Transfers	58
	7.03	Conditionally Permitted Transfers	59
	7.04	Preapproved Intrafamily Transfers	62
	7.05	Lender’s Consent to Prohibited Transfers	62
	7.06	SPE Equity Owner Requirement Following Transfer	65
	7.07	Additional Transfer Requirements - External Cap Agreement	65
	7.08	Reserved	65
	7.09	Reserved	65
	 	 	 	 
	ARTICLE VIII	SUBROGATION.	66
	 	 	 	 
	ARTICLE IX	EVENTS OF DEFAULT AND REMEDIES	66
	9.01	Events of Default	66
	9.02	Protection of Lender’s Security; Security Instrument Secures Future Advances	70
	9.03	Remedies	71
	9.04	Forbearance	71
	9.05	Waiver of Marshalling	72


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page vi



    	 



    

 


	ARTICLE X	RELEASE; INDEMNITY	73
	10.01	Release	73
	10.02	Indemnity	73
	10.03	Reserved	78
	 	 	 	 
	ARTICLE XI	MISCELLANEOUS PROVISIONS	78
	11.01	Waiver of Statute of Limitations, Offsets and Counterclaims	78
	11.02	Governing Law; Consent to Jurisdiction and Venue	78
	11.03	Notice	78
	11.04	Successors and Assigns Bound	79
	11.05	Joint and Several (and Solidary) Liability	79
	11.06	Relationship of Parties; No Third Party Beneficiary	80
	11.07	Severability; Amendments	80
	11.08	Disclosure of Information	80
	11.09	Determinations by Lender	81
	11.10	Sale of Note; Change in Servicer; Loan Servicing	81
	11.11	Supplemental Financing	81
	11.12	Defeasance	86
	11.13	Lender’s Rights to Sell or Securitize	90
	11.14	Cooperation with Rating Agencies and Investors	90
	11.15	Letter of Credit Requirements	90
	11.16	Through 11.18 are Reserved	91
	11.19	State Specific Provisions	91
	11.20	Time is of the Essence	91
	 	 	 	 
	ARTICLE XII	DEFINITIONS	92
	 	 	 
	ARTICLE XIII	INCORPORATION OF ATTACHED RIDERS	110
	 	 	 
	ARTICLE XIV	INCORPORATION OF ATTACHED EXHIBITS	111


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page vii



    	 



    

 


Multifamily Loan and Security Agreement – Seniors Housing


 


THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT
(“Loan Agreement”) is dated as of the 19th day of August, 2014 and is made by and between SENTIO STAV LANDLORD,
LLC, a Delaware limited liability company (“Borrower”), and CBRE CAPITAL MARKETS, a Texas corporation (together
with its successors and assigns, “Lender”).


 


RECITAL


 


Lender has agreed to make and Borrower
has agreed to accept a loan in the original principal amount of $30,205,000.00 (“Loan”). Lender is willing to
make the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of these
promises, the mutual covenants contained in this Loan Agreement and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged, the parties agree as follows:


 


ARTICLE
iDEFINED TERMS; CONSTRUCTION.


 


		1.01	Defined Terms. Each defined term in this Loan
Agreement will have the meaning ascribed to that term in Article XII unless otherwise defined in this Loan Agreement.



 


		1.02	Construction. The captions and headings of the
Articles and Sections of this Loan Agreement are for convenience only and will be disregarded in construing this Loan Agreement.
Any reference in this Loan Agreement to an “Exhibit,” an “Article” or a “Section” will, unless
otherwise explicitly provided, be construed as referring, respectively, to an Exhibit attached to this Loan Agreement or to an
Article or Section of this Loan Agreement. All Exhibits and Riders attached to or referred to in this Loan Agreement are incorporated
by reference in this Loan Agreement. Any reference in this Loan Agreement to a statute or regulation will be construed as referring
to that statute or regulation as amended from time to time. Use of the singular in this Loan Agreement includes the plural and
use of the plural includes the singular. As used in this Loan Agreement, the term “including” means “including,
but not limited to” and the term “includes” means “includes without limitation.” The use of one
gender includes the other gender, as the context may require. Unless the context requires otherwise, (a) any definition of or
reference to any agreement, instrument or other document in this Loan Agreement will be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth in this Loan Agreement), and (b) any reference in this Loan Agreement
to any Person will be construed to include such Person’s successors and assigns.



 




    	Multifamily Loan and Security Agreement – Seniors Housing



    	 



    

 


article
iiLOAN.


 


		2.01	Loan Terms. The Loan will be evidenced by the
Note and will bear interest and be paid in accordance with the payment terms set forth in the Note.



 


		2.02	Prepayment Premium. Borrower will be required
to pay a prepayment premium in connection with certain prepayments of the Indebtedness, including a payment made after Lender’s
exercise of any right of acceleration of the Indebtedness, as provided in the Note.



 


		2.03	Exculpation. Borrower’s personal liability
for payment of the Indebtedness and for performance of the other obligations to be performed by it under this Loan Agreement is
limited in the manner, and to the extent, provided in the Note.



 


		2.04	Application of Payments. If at any time Lender
receives, from Borrower or otherwise, any amount applicable to the Indebtedness which is less than all amounts due and payable
at such time, then Lender may apply that payment to amounts then due and payable in any manner and in any order determined by
Lender (unless otherwise required by applicable law), in Lender’s sole and absolute discretion. Neither Lender’s acceptance
of an amount that is less than all amounts then due and payable, nor Lender’s application of such payment in the manner
authorized, will constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding
the application of any such amount to the Indebtedness, Borrower’s obligations under this Loan Agreement, the Note and all
other Loan Documents will remain unchanged.



 


		2.05	Usury Savings. If any applicable law limiting
the amount of interest or other charges permitted to be collected from Borrower is interpreted so that any charge provided for
in any Loan Document, whether considered separately or together with other charges levied in connection with any other Loan Document,
violates that law, and Borrower is entitled to the benefit of that law, that charge is reduced to the extent necessary to eliminate
that violation. The amounts, if any, previously paid to Lender in excess of the permitted amounts will be applied by Lender to
reduce the principal amount of the Indebtedness. For the purpose of determining whether any applicable law limiting the amount
of interest or other charges permitted to be collected from Borrower has been violated, all Indebtedness which constitutes interest,
as well as all other charges levied in connection with the Indebtedness which constitute interest, will be deemed to be allocated
and spread ratably over the stated term of the Note. Unless otherwise required by applicable law, such allocation and spreading
will be effected in such a manner that the rate of interest so computed is uniform throughout the stated term of the Note.



 


		2.06	Adjustable Rate Mortgage – Third Party Cap Agreement.
If (a) the Note does not provide for interest to accrue at an adjustable or variable interest rate (other than during any
Extension Period, if applicable), and (b) a third party Cap Agreement is not required, then this Section 2.06 and Section 3.04
will be of no force or effect.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 2



    	 



    

 


(a)          So
long as there is no Event of Default, Lender or Loan Servicer will remit to Borrower each Cap Payment received by Lender or Loan
Servicer with respect to any month for which Borrower has paid in full the monthly installment of principal and interest or interest
only, as applicable, due under the Note. Alternatively, at Lender’s option, so long as there is no Event of Default, Lender
may apply a Cap Payment received by Lender or Loan Servicer with respect to any month to the applicable monthly payment of accrued
interest due under the Note if Borrower has paid in full the remaining portion of such monthly payment of principal and interest
or interest only, as applicable.


 


(b)          Neither
the existence of a Cap Agreement nor anything in this Loan Agreement will relieve Borrower of its primary obligation to timely
pay in full all amounts due under the Note and otherwise due on account of the Indebtedness.


 


article
iii        LOAN SECURITY AND GUARANTY.


 


		3.01	Security Instrument. Borrower will execute the
Security Instrument dated of even date with this Loan Agreement. The Security Instrument will be recorded in the applicable land
records in the Property Jurisdiction.



 


		3.02	Reserve Funds.



 


(a)          Security
Interest. To secure Borrower’s obligations under this Loan Agreement and to further secure Borrower’s obligations
under the Note and the other Loan Documents, Borrower conveys, pledges, transfers and grants to Lender a security interest pursuant
to the Uniform Commercial Code of the Property Jurisdiction or any other applicable law in and to all money in the Reserve Funds,
as the same may increase or decrease from time to time, all interest and dividends thereon and all proceeds thereof.


 


(b)          Supplemental
Loan. If this Loan Agreement is entered into in connection with a Supplemental Loan and if the same Person is or becomes both
Senior Lender and Supplemental Lender, then:


 


(i)            Borrower
assigns and grants to Supplemental Lender a security interest in the Reserve Funds established in connection with the Senior Indebtedness
as additional security for all of Borrower’s obligations under the Supplemental Note.


 


(ii)           In
addition, Borrower assigns and grants to Senior Lender a security interest in the Reserve Funds established in connection with
the Supplemental Indebtedness as additional security for all of Borrower’s obligations under the Senior Note.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 3



    	 



    

 


(iii)         It
is the intention of Borrower that all amounts deposited by Borrower in connection with either the Senior Loan Documents, the Supplemental
Loan Documents, or both, constitute collateral for the Supplemental Indebtedness secured by the Supplemental Instrument and the
Senior Indebtedness secured by the Senior Instrument, with the application of such amounts to such Senior Indebtedness or Supplemental
Indebtedness to be at the discretion of Senior Lender and Supplemental Lender.


 


		3.03	Uniform Commercial Code Security Agreement. This
Loan Agreement is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable
law, may be subjected to a security interest under the Uniform Commercial Code, for the purpose of securing Borrower’s obligations
under this Loan Agreement and to further secure Borrower’s obligations under the Note, Security Instrument and other Loan
Documents, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds
thereof (collectively, “UCC Collateral”), and by this Loan Agreement, Borrower grants to Lender a security
interest in the UCC Collateral.



 


		3.04	Rate Cap Agreement Reserve Fund. Reserved.



 


		3.05	Guaranty. Borrower will cause each Guarantor (if
any) to execute a Guaranty of all or a portion of Borrower’s obligations under the Loan Documents effective as of the date
of this Loan Agreement.



 


		3.06	Assignment of Licenses, Certificates and Permits.



 


(a)          Assignment
of the Licenses. As additional security for the Loan, to the extent they are assignable, Borrower hereby transfers, sets over
and assigns to Lender, and hereby grants to Lender a security interest in, all of Borrower’s right, title and interest in
and to the Licenses and any and all renewals or extensions of the Licenses, together with all cash and non-cash proceeds thereof.


 


(b)          Lender’s
Right Upon Event of Default. Without limiting Lender’s rights described elsewhere, if an Event of Default exists under
any Loan Document, then to the extent permitted by applicable law, Lender will have the right to exercise all the rights under
the Licenses that Borrower has. Lender does not assume any obligations or duties of Borrower concerning the Licenses.


 


(c)          Attorney-in-Fact.
Borrower irrevocably constitutes and appoints Lender as Borrower’s attorney-in-fact to demand, receive and enforce Borrower’s
rights with respect to the Licenses and to do any and all acts in Borrower’s name or in the name of Lender with the same
force and effect as Borrower could do if this Loan Agreement had not been made. This appointment will be deemed to be coupled with
an interest and irrevocable.


 


		3.07	Reserved.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 4



    	 



    

 


article
iv       RESERVE FUNDS AND REQUIREMENTS.


 


		4.01	Reserves Generally.



 


(a)          Establishment
of Reserve Funds; Investment of Deposits. Unless otherwise provided in Section 4.03 and/or Section 4.04, each Reserve Fund
will be established on the date of this Loan Agreement, each of the following will apply:


 


(i)          All
Reserve Funds will be deposited in an Eligible Account at an Eligible Institution or invested in “permitted investments”
as then defined and required by the Rating Agencies.


 


(ii)         Lender
will not be obligated to open additional accounts or deposit Reserve Funds in additional institutions when the amount of any Reserve
Fund exceeds the maximum amount of the federal deposit insurance or guaranty. Borrower acknowledges and agrees that it will not
have the right to direct Lender as to any specific investment of monies in any Reserve Fund. Lender will not be responsible for
any losses resulting from investment of monies in any Reserve Fund or for obtaining any specific level or percentage of earnings
on such investment.


 


(b)          Interest
on Reserve Funds; Trust Funds. Unless applicable law requires, Lender will not be required to pay Borrower any interest, earnings
or profits on the Reserve Funds. Any amounts deposited with Lender under this Article IV will not be trust funds, nor will they
operate to reduce the Indebtedness, unless applied by Lender for that purpose pursuant to the terms of this Loan Agreement.


 


(c)          Use
of Reserve Funds. Each Reserve Fund will, except as otherwise provided in this Loan Agreement, be used for the sole purpose
of paying, or reimbursing Borrower for payment of, the item(s) for which the applicable Reserve Fund was established. Borrower
acknowledges and agrees that, except as specified in this Loan Agreement, monies in one Reserve Fund will not be used to pay, or
reimburse Borrower for, matters for which another Reserve Fund has been established.


 


(d)          Termination
of Reserve Funds. Upon the payment in full of the Indebtedness, Lender will pay to Borrower all funds remaining in any Reserve
Funds.


 


(e)          Reserved.


 


		4.02	Reserves for Taxes, Insurance and Other Charges.



 


(a)          Deposits
to Imposition Reserve Deposits. Borrower will deposit with Lender on the day monthly installments of principal or interest,
or both, are due under the Note (or on another day designated in writing by Lender), until the Indebtedness is paid in full, an
additional amount sufficient to accumulate with Lender the entire sum required to pay, when due, the items marked “Collect”
below. Except as provided in Section 4.02(e), Lender will not require Borrower to make Imposition Reserve Deposits with respect
to the items marked “Deferred” below.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 5



    	 



    

 








	 	[Deferred]	Hazard Insurance premiums or premiums for other Insurance required by Lender under Section 6.10
	 	[Collect]	Taxes and payments in lieu of taxes
	 	[Deferred]	water and sewer charges that could become a Lien on the Mortgaged Property
	 	[N/A]	Ground Rents
	 	[Deferred]	assessments or other charges that could become a Lien on the Mortgaged Property




 


The amounts deposited pursuant
to this Section 4.02(a) are collectively referred to in this Loan Agreement as the “Imposition Reserve Deposits.”
The obligations of Borrower for which the Imposition Reserve Deposits are required are collectively referred to in this Loan Agreement
as “Impositions.” The amount of the Imposition Reserve Deposits must be sufficient to enable Lender to pay each
Imposition before the last date upon which such payment may be made without any penalty or interest charge being added. Lender
will maintain records indicating how much of the monthly Imposition Reserve Deposits and how much of the aggregate Imposition Reserve
Deposits held by Lender are held for the purpose of paying Taxes, Insurance premiums, Ground Rent (if applicable) and each other
Imposition.


 


(b)          Disbursement
of Imposition Reserve Deposits. Lender will apply the Imposition Reserve Deposits to pay Impositions so long as no Event of
Default has occurred and is continuing. Lender will pay all Impositions from the Imposition Reserve Deposits held by Lender upon
Lender’s receipt of a bill or invoice for an Imposition. If Borrower holds a ground lessee interest in the Mortgaged Property
and Imposition Reserve Deposits are collected for Ground Rent, then Lender will pay the monthly or other periodic installments
of Ground Rent from the Imposition Reserve Deposits, whether or not Lender receives a bill or invoice for such installments. Lender
will have no obligation to pay any Imposition to the extent it exceeds the amount of the Imposition Reserve Deposits then held
by Lender. Lender may pay an Imposition according to any bill, statement or estimate from the appropriate public office, Ground
Lessor (if applicable) or insurance company without inquiring into the accuracy of the bill, statement or estimate or into the
validity of the Imposition.


 


(c)          Excess
or Deficiency of Imposition Reserve Deposits. If at any time the amount of the Imposition Reserve Deposits held by Lender for
payment of a specific Imposition exceeds the amount reasonably deemed necessary by Lender, the excess will be credited against
future installments of Imposition Reserve Deposits. If at any time the amount of the Imposition Reserve Deposits held by Lender
for payment of a specific Imposition is less than the amount reasonably estimated by Lender to be necessary, Borrower will pay
to Lender the amount of the deficiency within 15 days after Notice from Lender.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 6



    	 



    

 


(d)          Delivery
of Invoices. Borrower will promptly deliver to Lender a copy of all notices of, and invoices for, Impositions.


 


(e)          Deferral
of Collection of Any Imposition Reserve Deposits; Delivery of Receipts. If Lender does not collect an Imposition Reserve Deposit
with respect to an Imposition either marked “Deferred” in Section 4.02(a) or pursuant to a separate written deferral
by Lender, then on or before the earlier of the date each such Imposition is due, or the date this Loan Agreement requires each
such Imposition to be paid, Borrower will provide Lender with proof of payment of each such Imposition. Upon Notice to Borrower,
Lender may revoke its deferral and require Borrower to deposit with Lender any or all of the Imposition Reserve Deposits listed
in Section 4.02(a), regardless of whether any such item is marked “Deferred” (i) if Borrower does not timely pay any
of the Impositions, (ii) if Borrower fails to provide timely proof to Lender of such payment, (iii) at any time during the existence
of an Event of Default or (iv) upon placement of a Supplemental Loan in accordance with Section 11.11.


 


(f)          through
(i) are Reserved.


 


		4.03	Repairs; Repair Reserve Fund.  Reserved.



 


		4.04	Replacement Reserve Fund. See Rider.



 


		4.05	Rental Achievement Provisions. Reserved.



 


		4.06	Debt Service Reserve. Reserved.



 


		4.07	Rate Cap Agreement Reserve Fund. Reserved.



 


		4.08	Reserved.



 


		4.09	Reserved.



 


article
vREPRESENTATIONS AND WARRANTIES.


 


Borrower represents and warrants to Lender
as follows as of the date of this Loan Agreement:


 


		5.01	Review of Documents. Borrower has reviewed: (a)
the Note, (b) the Security Instrument, (c) the Commitment Letter, and (d) all other Loan Documents.



 


		5.02	Condition of Mortgaged Property. Except as Borrower
may have disclosed to Lender in writing in connection with the issuance of the Commitment Letter, the Mortgaged Property has not
been damaged by fire, water, wind or other cause of loss, or any previous damage to the Mortgaged Property has been fully restored.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 7



    	 



    

 


		5.03	No Condemnation. No part of the Mortgaged Property
has been taken in Condemnation or other like proceeding, and, to the best of Borrower’s knowledge after due inquiry and
investigation, no such proceeding is pending or threatened for the partial or total Condemnation or other taking of the Mortgaged
Property.



 


		5.04	Actions; Suits; Proceedings.



 


(a)          There
are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the best of Borrower’s
knowledge, threatened in writing against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners
or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined,
would have a Material Adverse Effect.


 


(b)          Without
limiting the generality of subsection (a) above, none of Borrower (and, if Borrower is a limited partnership, any of its general
partners or if Borrower is a limited liability company, any member of Borrower), any Facility Operator, or the Facility are subject
to any proceeding, suit or investigation by any Governmental Authority and neither Borrower nor any Facility Operator has received
any notice from any Governmental Authority which may, directly or indirectly, or with the passage of time, result in the imposition
of a fine, or interim or final sanction, or would do any of the following:


 


(i)          Have
a Material Adverse Effect.


 


(ii)         Result
in the appointment of a receiver or trustee.


 


(iii)        Affect
Borrower’s or any Facility Operator’s ability to accept and retain residents.


 


(iv)        Result
in the Downgrade, revocation, transfer, surrender or suspension, or non-renewal or reissuance or other impairment of any License.


 


(v)         Affect
Borrower’s or operator’s continued participation in any Governmental Payor Program, or any successor programs thereto,
at current rate certifications.


 


		5.05	Environmental. Except as previously disclosed
by Borrower to Lender in writing (which written disclosure may be in certain environmental assessments and other written reports
accepted by Lender in connection with the funding of the Indebtedness and dated prior to the date of this Loan Agreement), each
of the following is true:



 


(a)          Borrower
has not at any time engaged in, caused or permitted any Prohibited Activities or Conditions on the Mortgaged Property.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 8



    	 



    

 


(b)          To
the best of Borrower’s knowledge after due inquiry and investigation, no Prohibited Activities or Conditions exist or have
existed on the Mortgaged Property.


 


(c)          The
Mortgaged Property does not now contain any underground storage tanks, and, to the best of Borrower’s knowledge after due
inquiry and investigation, the Mortgaged Property has not contained any underground storage tanks in the past. If there is an underground
storage tank located on the Mortgaged Property that has been previously disclosed by Borrower to Lender in writing, that tank complies
with all requirements of Hazardous Materials Laws.


 


(d)          To
the best of Borrower’s knowledge after due inquiry and investigation, Borrower has complied with all Hazardous Materials
Laws, including all requirements for notification regarding releases of Hazardous Materials. Without limiting the generality of
the foregoing, all Environmental Permits required for the operation of the Mortgaged Property in accordance with Hazardous Materials
Laws now in effect have been obtained and all such Environmental Permits are in full force and effect.


 


(e)          To
the best of Borrower’s knowledge after due inquiry and investigation, no event has occurred with respect to the Mortgaged
Property that constitutes, or with the passage of time or the giving of notice, or both, would constitute, noncompliance with the
terms of any Environmental Permit.


 


(f)          There
are no actions, suits, claims or proceedings pending or, to the best of Borrower’s knowledge after due inquiry and investigation,
threatened in writing, that involve the Mortgaged Property and allege, arise out of, or relate to any Prohibited Activity or Condition.


 


(g)          Borrower
has received no actual or constructive notice of any written complaint, order, notice of violation or other communication from
any Governmental Authority with regard to air emissions, water discharges, noise emissions or Hazardous Materials, or any other
environmental, health or safety matters affecting the Mortgaged Property or any property that is adjacent to the Mortgaged Property.


 


		5.06	Commencement of Work; No Labor or Materialmen’s
Claims. Except as set forth on Exhibit E, prior to the recordation of the Security Instrument, no work of any kind
has been or will be commenced or performed upon the Mortgaged Property, and no materials or equipment have been or will be delivered
to or upon the Mortgaged Property, for which the contractor, subcontractor or vendor continues to have any rights including the
existence of or right to assert or file a mechanic’s or materialmen’s Lien. If any such work of any kind has been
commenced or performed upon the Mortgaged Property, or if any such materials or equipment have been ordered or delivered to or
upon the Mortgaged Property, then prior to the execution of the Security Instrument, Borrower has satisfied each of the following
conditions:



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 9



    	 



    

 


(a)          Borrower
has fully disclosed in writing to the title insurance company issuing the mortgagee title insurance policy insuring the Lien of
the Security Instrument that work has been commenced or performed on the Mortgaged Property, or materials or equipment have been
ordered or delivered to or upon the Mortgaged Property.


 


(b)          Borrower
has obtained and delivered to Lender and the title company issuing the mortgagee title insurance policy insuring the Lien of the
Security Instrument Lien waivers from all contractors, subcontractors, suppliers or any other applicable party, pertaining to all
work commenced or performed on the Mortgaged Property, or materials or equipment ordered or delivered to or upon the Mortgaged
Property.


 


Borrower represents and warrants
that all parties furnishing labor and materials for which a Lien or claim of Lien may be filed against the Mortgaged Property have
been paid in full and, except for such Liens or claims insured against by the policy of title insurance to be issued in connection
with the Loan, there are no mechanics’, laborers’ or materialmen’s Liens or claims outstanding for work, labor
or materials affecting the Mortgaged Property, whether prior to, equal with or subordinate to the Lien of the Security Instrument.


 


		5.07	Compliance with Applicable Laws and Regulations.



 


(a)          To
the best of Borrower’s knowledge after due inquiry and investigation, each of the following is true:


 


(i)          All
Improvements and the use of the Mortgaged Property comply with all applicable statutes, rules and regulations, including all applicable
statutes, rules and regulations pertaining to requirements for equal opportunity, anti-discrimination, fair housing, environmental
protection, zoning and land use (“legal, non-conforming” status with respect to uses or structures will be considered
to comply with zoning and land use requirements for the purposes of this representation).


 


(ii)         The
Improvements comply with applicable health, fire, and building codes.


 


(iii)        There
is no evidence of any illegal activities relating to controlled substances on the Mortgaged Property.


 


(b)          Without
limiting the generality of subsection (a) above, Borrower, any Facility Operator, and the Facility (and its operation) and all
residential care agreements and residential Leases are in compliance with the applicable provisions of all laws, regulations, ordinances,
orders or standards of any Governmental Authority having jurisdiction over the operation of the Facility (including any Governmental
Payor Program requirements and disclosure of ownership and related information requirements), including:


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 10



    	 



    

 


(i)          Healthcare
Laws, Privacy Laws, fire and safety codes and building codes (and no waivers of such requirements exist at the Facility).


 


(ii)         Laws,
rules, regulations and published interpretations thereof regulating the preparation and serving of food.


 


(iii)        Laws,
rules, regulations and published interpretations thereof regulating the handling and disposal of medical or biological waste.


 


(iv)        The
applicable provisions of all laws, rules, regulations and published interpretations thereof to which Borrower or the Facility is
subject by virtue of its Intended Use.


 


(v)         All
criteria established to classify the Facility as housing for older persons under the Fair Housing Amendments Act of 1988.


 


(c)          Borrower
has received no notice of, and is not aware of, any violation of applicable antitrust laws or securities laws relating to the Facility,
Borrower, or any Facility Operator.


 


		5.08	Access; Utilities; Tax Parcels. The Mortgaged
Property: (a) has ingress and egress via a publicly dedicated right of way or via an irrevocable easement permitting ingress and
egress, (b) is served by public utilities and services generally available in the surrounding community or otherwise appropriate
for the use in which the Mortgaged Property is currently being utilized, and (c) constitutes one or more separate tax parcels.



 


		5.09	Licenses and Permits.



 


(a)          Borrower,
any commercial tenant of the Mortgaged Property, any Facility Operator, and or any Property Manager is in possession of all material
licenses, permits and authorizations required for use of the Mortgaged Property, which are valid and in full force and effect as
of the date of this Loan Agreement.


 


(b)          Without
limiting the generality of subsection (a) above, Borrower has obtained or has caused any Facility Operator to obtain all Licenses
necessary to use, occupy or operate the Facility for its Intended Use (such Licenses being in its own name or in the name of a
Facility Operator, if any, and in any event in the names of the Persons required by the applicable Governmental Authorities), and
all such Licenses are in full force and effect. Borrower has provided Lender with complete and accurate copies of all Licenses.
The Intended Use of the Facility is in conformity with all certificates of occupancy and Licenses and any other restrictions or
covenants affecting the Facility. The Facility has all equipment, staff and supplies necessary to use and operate the Facility
for its Intended Use.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 11



    	 



    

 


(c)          Borrower
has timely filed or has caused to be timely filed all reports and other information that the Licenses require to be filed.


 


(d)          Each
License, and the name of the Person in whose name each License is issued is identified on Exhibit K, and a true and complete
copy of each License is attached as Exhibit K.


 


(e)          As
of the Closing Date, the Licenses attached as Exhibit K are current and Borrower has not been subject to or received notice
of any pending inquiry, audit, investigative demand or violation that have not been brought to Lender’s attention in writing.


 


(f)          Borrower
is not aware of any deficiencies, actions or inactions that, in the aggregate, could result in a suspension, Downgrade, revocation,
termination, restriction or conditioning of any License.


 


(g)          There
has been no previous assignment or encumbrance of the Licenses except assignments or encumbrances terminated prior to Borrower
entering into this Loan Agreement or collateral assignments or encumbrances terminated by any Facility Operator prior to Borrower
entering into this Loan Agreement.


 


(h)          Except
as set forth on Exhibit K, other than the Licenses attached as Exhibit K, as of the Closing Date, no other
Licenses are required to operate the Facility as it is currently being operated and for its Intended Use.


 


(i)          Neither
the execution and delivery of the Note, this Loan Agreement, the Security Instrument nor any other Loan Document, Borrower’s
performance under the Loan Documents, nor the recordation of the Security Instrument, nor the exercise of any remedies by Lender
pursuant to the Loan Documents, at law or in equity, will adversely affect the Licenses.


 


		5.10	No Other Interests. To the best of Borrower’s
knowledge after due inquiry and investigation, no Person has (a) any possessory interest in the Mortgaged Property or right to
occupy the Mortgaged Property except under and pursuant to the provisions of existing Leases by and between tenants and Borrower
(a form of residential lease having been previously provided to Lender together with the material terms of any and all Non-Residential
Leases at the Mortgaged Property), or (b) an option to purchase the Mortgaged Property or an interest in the Mortgaged Property,
except as has been disclosed to and approved in writing by Lender.



 


		5.11	Term of Leases. All Leases for residential dwelling
units with respect to the Mortgaged Property are on forms acceptable to Lender, are for initial terms of at least 6 months and
not more than 2 years (unless otherwise approved in writing by Lender), and do not include options to purchase.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 12



    	 



    

 


		5.12	No Prior Assignment; Prepayment of Rents. Borrower
has (a) not executed any prior assignment of Rents (other than an assignment of Rents securing any prior indebtedness that is
being assigned to Lender, or that is being paid off and discharged with the proceeds of the Loan evidenced by the Note or, if
this Loan Agreement is entered into in connection with a Supplemental Loan, other than an assignment of Rents securing any Senior
Indebtedness), and (b) not performed any acts and has not executed, and will not execute, any instrument which would prevent Lender
from exercising its rights under any Loan Document. At the time of execution of this Loan Agreement, unless otherwise approved
by Lender in writing, there has been no prepayment of any Rents for more than 2 months prior to the due dates of such Rents.



 


		5.13	Illegal Activity. No portion of the Mortgaged
Property has been or will be purchased with the proceeds of any illegal activity.



 


		5.14	Taxes Paid. Borrower has filed all federal, state,
county and municipal tax returns required to have been filed by Borrower, and has paid all Taxes which have become due pursuant
to such returns or to any notice of assessment received by Borrower, and Borrower has no knowledge of any basis for additional
assessment with respect to such taxes. To the best of Borrower’s knowledge after due inquiry and investigation, there are
not presently pending any special assessments against the Mortgaged Property or any part of the Mortgaged Property.



 


		5.15	Title Exceptions. To the best of Borrower’s
knowledge after due inquiry and investigation, none of the items shown in the schedule of exceptions to coverage in the title
policy issued to and accepted by Lender contemporaneously with the execution of this Loan Agreement and insuring Lender’s
interest in the Mortgaged Property will have a Material Adverse Effect on the: (a) ability of Borrower to pay the Loan in full,
(b) ability of Borrower to use all or any part of the Mortgaged Property in the manner in which the Mortgaged Property is being
used on the Closing Date, except as set forth in Section 6.03, (c) operation of the Mortgaged Property, or (d) value of the Mortgaged
Property.



 


		5.16	No Change in Facts or Circumstances.



 


(a)          All
information in the application for the Loan submitted to Lender, including all financial statements for the Mortgaged Property,
Borrower, and any Borrower Principal, and all Rent Schedules, reports, certificates, and any other documents submitted in connection
with the application (collectively, “Loan Application”) is complete and accurate in all material respects as
of the date such information was submitted to Lender.


 


(b)          There
has been no change in any fact or circumstance since the Loan Application was submitted to Lender that would make any information
submitted as part of the Loan Application materially incomplete or inaccurate.


 


(c)          The
organizational structure of Borrower is as set forth in Exhibit H.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 13



    	 



    

 


		5.17	Financial Statements. The financial statements
of Borrower and each Borrower Principal furnished to Lender as part of the Loan Application reflect in each case a positive net
worth as of the date of the applicable financial statement.



 


		5.18	ERISA
                                         – Borrower Status. Borrower represents as
                                         follows:



 


(a)          Borrower
is not an “investment company,” or a company under the Control of an “investment company,” as such terms
are defined in the Investment Company Act of 1940, as amended.


 


(b)          Borrower
is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA or a “plan”
to which Section 4975 of the Tax Code applies, and the assets of Borrower do not constitute “plan assets” of one or
more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.


 


(c)          Borrower
is not a "governmental plan" within the meaning of Section 3(32) of ERISA, and is not subject to state statutes regulating
investments or fiduciary obligations with respect to governmental plans.


 


		5.19	No Fraudulent Transfer or Preference. No Borrower
or Borrower Principal (a) has made, or is making in connection with and as security for the Loan, a transfer of an interest in
the property of Borrower or Borrower Principal to or for the benefit of Lender or otherwise as security for any of the obligations
under the Loan Documents which is or could constitute a voidable preference under federal bankruptcy, state insolvency or similar
applicable creditors’ rights laws, or (b) has made, or is making in connection with the Loan, a transfer (including any
transfer to or for the benefit of an insider under an employment contract) of an interest of Borrower or any Borrower Principal
in property which is or could constitute a voidable preference under federal bankruptcy, state insolvency or similar applicable
creditors’ rights laws, or (c) has incurred, or is incurring in connection with the Loan, any obligation (including any
obligation to or for the benefit of an insider under an employment contract) which is or could constitute a fraudulent transfer
under federal bankruptcy, state insolvency, or similar applicable creditors’ rights laws.



 


		5.20	No Insolvency or Judgment.



 


(a)          No
Pending Proceedings or Judgments. No Borrower or Borrower Principal is (i) the subject of or a party to (other than as a creditor)
any completed or pending bankruptcy, reorganization or insolvency proceeding, or (ii) the subject of any judgment unsatisfied of
record or docketed in any court located in the United States.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 14



    	 



    

 


(b)          Insolvency.
Borrower is not presently insolvent, and the Loan will not render Borrower insolvent. As used in this Section, the term “insolvent”
means that the total of all of a Person’s liabilities (whether secured or unsecured, contingent or fixed, or liquidated or
unliquidated) is in excess of the value of all of the assets of the Person that are available to satisfy claims of creditors.


 


		5.21	Working Capital. After the Loan is made, Borrower
intends to have sufficient working capital, including cash flow from the Mortgaged Property or other sources, not only to adequately
maintain the Mortgaged Property, but also to pay all of Borrower’s outstanding debts as they come due (other than any balloon
payment due upon the maturity of the Loan). Lender acknowledges that no members or partners of Borrower or any Borrower Principal
will be obligated to contribute equity to Borrower for purposes of providing working capital to maintain the Mortgaged Property
or to pay Borrower’s outstanding debts except as may otherwise be required under their organizational documents.



 


		5.22	Cap Collateral. Reserved.



 


		5.23	Ground Lease. Reserved.



 


		5.24	Purpose of Loan. The purpose of the Loan is as
indicated by the checked boxes below:



 


		 ̈	Refinance Loan: The Loan is a refinancing of existing indebtedness and, except to the extent
specifically required by Lender, there is to be no change in the ownership of either the Mortgaged Property or Borrower Principals.
The intended use of any cash received by Borrower from Lender, to the extent applicable, in connection with the refinancing has
been fully disclosed to Lender.



 


		x	Acquisition Loan: All of the consideration given or received or to be given or received
in connection with the acquisition of the Mortgaged Property has been fully disclosed to Lender. The Mortgaged Property was or
will be purchased from ERB Propco SAV LLC, a Delaware limited liability company (“Property Seller”). No Borrower
or Borrower Principal has or had, directly or indirectly (through a family member or otherwise), any interest in the Property Seller
and the acquisition of the Mortgaged Property is an arm’s-length transaction. To the best of Borrower’s knowledge after
due inquiry and investigation, the purchase price of the Mortgaged Property represents the fair market value of the Mortgaged Property
and Property Seller is not or will not be insolvent subsequent to the sale of the Mortgaged Property.



 


		 ̈	Supplemental Loan: The Loan is a Supplemental Loan and, except to the extent specifically
required or approved by Lender, there has been no change in the ownership of either the Mortgaged Property or Borrower Principals
since the date of the Senior Note. The intended use of any cash received by Borrower from Lender, to the extent applicable, in
connection with the refinancing has been fully disclosed to Lender.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 15



    	 



    

 


		 ̈	Cross-Collateralized/Cross-Defaulted Loan Pool: The Loan is part of a cross-collateralized/cross-defaulted
pool of loans described as follows:



 


____   being
simultaneously made to Borrower and/or Borrower’s Affiliates


 


____   made
previously to Borrower and/or Borrower’s Affiliates


 


The intended use of any cash received
by Borrower from Lender, to the extent applicable, in connection with the Loan and the other loans comprising the cross-collateralized/cross-defaulted
loan pool has been fully disclosed to Lender.


 


		5.25	Intended Use.



 


(a)          The
residential units in the Facility are allocated as follows (“Intended Use”):


 


[SEE ATTACHED EXHIBIT B]


 


	 	1.	Independent Living Units	_____%
	 	 	 	_____units
	 	 	 	 
	 	2.	Assisted Living Residences	_____%
	 	 	 	_____units
	 	 	 	_____beds
	 	 	 	 
	 	3.	Assisted Living Residences devoted to Alzheimer’s care, dementia care and/or memory care	_____%
	 	 	 	_____units
	 	 	 	_____beds
	 	 	 	 
	 	4.	Skilled Nursing Beds	_____%
	 	 	 	_____units
	 	 	 	_____beds
	 	 	 	 
	 	5.	Continuing Care Retirement Community with the following percentages of use:	 
	 	 	 	 
	 	 	a.      Seniors Apartments	_____%
	 	 	 	_____units
	 	 	 	 
	 	 	b.      Independent Living Units	_____%
	 	 	 	_____units
	 	 	 	 
	 	 	c.      Assisted Living Residences	_____%
	 	 	 	_____units
	 	 	 	_____beds


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 16



    	 



    

 


	 	 	d.      Skilled Nursing Beds	_____%
	 	 	 	_____units
	 	 	 	_____beds


 


(b)          The
number of units set aside as Assisted Living Residences and Independent Living Units may be increased by no more than 10% of the
present number of total units in the Facility.


 


(c)          Reserved.


 


		5.26	Furniture, Fixtures, Equipment, and Motor Vehicles.
As of the Closing Date, all furniture, Fixtures, equipment, and motor vehicles located on or used in connection with the Mortgaged
Property, and the name of the Person that owns and/or leases each item, if other than Borrower, is listed on Exhibit L,
and such list is true and complete.



 


		5.27	Participant in Federal Programs. Neither Borrower
nor any Facility Operator is a participant in any federal program under which any Governmental Authority may have the right to
recover funds by reason of the advance of federal funds.



 


		5.28	Certificate of Need. Under applicable laws and
regulations as in effect on the date of this Loan Agreement, if any existing management agreement or operating lease is terminated
or Lender acquires the Facility through foreclosure or otherwise, none of Borrower, Lender, any subsequent operator or management
agent, or any subsequent purchaser (through foreclosure or otherwise) must obtain a certificate of need from any Governmental
Authority (other than giving of any notice required under the applicable state law or regulation) prior to applying for any License,
so long as neither the type of service nor any unit complement is changed.



 


		5.29	Contracts.



 


(a)          Exhibit
M lists all Contracts in effect as of the date of this Loan Agreement, the names of the parties to such Contracts and the dates
of such Contracts.


 


(b)          With
regard to each Contract listed in Exhibit M, (i) the Contract is in full force and effect in accordance with its terms,
and (ii) there is no default by any party under the Contract.


 


(c)          Borrower
has delivered to Lender a copy of each Contract, together with all amendments, modifications, supplements and renewals thereto
in effect as of the date of this Loan Agreement.


 


(d)          Except
as set forth on Exhibit M, each Contract listed in Exhibit M provides that it is terminable by Borrower or any Facility
Operator upon not more than 30 days notice without the necessity of establishing cause and without payment of a penalty or termination
fee by Borrower or any Facility Operator or their respective successors or assigns, except only Third Party Provider Agreements.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 17



    	 



    

 


		5.30	Material Contracts.



 


(a)          Exhibit
N lists all Material Contracts in effect as of the date of this Loan Agreement.


 


(b)          With
regard to each Material Contract listed in Exhibit N: (i) the Material Contract is assignable by Borrower, or if Borrower
is not a party thereto, by a Facility Operator, without the consent of the other party thereto (or Borrower and any Facility Operator,
as applicable, has obtained express written consent to the assignment from the other party thereto), except only Third Party Provider
Agreements; (ii) no previous assignment of Borrower’s or any Facility Operator’s interest in the Material Contract
has been made except such assignments that have been properly terminated prior to or concurrently with the execution and delivery
of this Loan Agreement; (iii) the Material Contract is in full force and effect in accordance with its terms; and (iv) there is
no default by any party under the Material Contract.


 


(c)          Borrower
has delivered to Lender a copy of each Material Contract, together with all amendments, modifications, supplements and renewals
thereto in effect as of the date of this Loan Agreement.


 


(d)          Each
Material Contract listed in Exhibit N provides that it is terminable upon not more than 30 days notice without the necessity
of establishing cause and without payment of a penalty or termination fee by Borrower or any Facility Operator or their respective
successors or assigns, except only Third Party Provider Agreements.


 


		5.31	No Financing Statements. Except for termination
statements and continuation statements, during the 45-day period prior to the date of this Loan Agreement, there have been no
UCC financing statements filed with respect to any of the UCC Collateral listing as debtor Borrower, any Facility Operator, or
the Facility’s common name.



 


		5.32	Medicare and Medicaid. If Borrower or any
Facility Operator or Property Manager participates in any Governmental Payor Program in connection with the operation of the Facility,
all of the following are true:



 


(a)          The
Facility is in compliance in all material respects with the requirements for participation in the Governmental Payor Program, including
without limitation, the Medicare and Medicaid Patient Protection Act of 1987.


 


(b)          The
Facility conforms in all material respects to all insurance, reimbursement and cost reporting requirements, and has a current provider
agreement under Title XVIII and/or XIX of the Social Security Act or any other applicable laws for reimbursement necessary for
its Intended Use.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 18



    	 



    

 


(c)          There
is no action pending or threatened to terminate the Facility’s participation in the Governmental Payor Program nor is there
any decision not to renew any provider agreement related to the Facility, nor is there any action pending or threatened to impose
material intermediate or alternative sanctions with respect to the Facility.


 


(d)          All
Governmental Payor Program and private insurance cost reports and financial reports submitted by Borrower, any Facility Operator,
or any Property Manager for the Facility are and will be materially accurate and complete and have not been and will not be misleading
in any material respects.


 


(e)          No
cost reports for the Facility remain “open” or unsettled, except as otherwise disclosed in writing to Lender.


 


(f)          The
Facility has not received a “Level A” (or equivalent) violation, and no statement of charges or deficiencies has been
made or penalty enforcement action has been undertaken against the Facility, any Property Manager or Facility Operator or the Borrower
(or any officer, director or stockholder of any of the foregoing) during the last 3 calendar years, and there have been
no violations over the past 3 calendar years which have threatened any certification of the Facility, any Property Manager or Facility
Operator or the Borrower for participation in any Governmental Payor Program.


 


(g)          There
are no resident care agreements with residents of the Facility or with any other Persons which deviate in any material respect
from the standard forms customarily used at a comparable first-class facility or which conflict with any statutory or regulatory
requirements.


 


(h)          All
resident records at the Facility, including any resident trust fund accounts, are true and correct in all material respects.


 


(i)          Borrower
and the Facility are not subject to any proceeding, suit, or investigation by any Governmental Authority. None of the Borrower,
any Property Manager, or any Facility Operator has received any notice from any Governmental Authority which has not been provided
for on the financial statements provided to Lender and which may result in the imposition of a fine or interim or final sanction
or which would result in a lower reimbursement rate for services rendered to eligible residents.


 


(j)          The
execution and delivery of the Note, this Loan Agreement, the Security Instrument, or any other Loan Document, Borrower’s
performance under the Loan Documents, the recordation of the Security Instrument, and the exercise of any remedies by Lender, will
not do any of the following:


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 19



    	 



    

 


(i)          Adversely
affect the right by Borrower, a Facility Operator, or the Facility to receive Governmental Payor Program payments and reimbursements
with respect to the Facility.


 


(ii)         Materially
reduce the Governmental Payor Program payments and reimbursements which Borrower or a Facility Operator is receiving as of the
date of this Loan Agreement.


 


(iii)        Adversely
affect any of the Licenses.


 


(k)          If
any existing management agreement or operating lease is terminated or Lender acquires the Facility through foreclosure or otherwise,
none of the Borrower, Lender, any subsequent management agent, any subsequent operator of the Facility, or any subsequent purchaser
(through foreclosure or otherwise) will be required to obtain a certificate of need from any Governmental Authority (other than
giving of any notice required under the applicable state law or regulation) prior to receiving certification to receive Governmental
Payor Program payments (or any successor programs) for residents having coverage under any Governmental Payor Program so long as
neither the type of service nor any unit complement is changed.


 


		5.33	Third-Party Payor Programs and Private Commercial
Insurance Managed Care and Employee Assistance Programs. There is no threatened or pending revocation, suspension, termination,
probation, restriction, limitation or nonrenewal affecting Borrower or Facility Operator, of any participation or provider agreement
with any Governmental Payor Program or any private commercial insurance managed care or employee assistance program to which Borrower
or Facility Operator is subject. All Governmental Payor Program and private insurance cost reports and financial reports submitted
by Borrower or Facility Operator 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 the Facility remain “open” or unsettled.



 


		5.34	No Transfer or Pledge of Licenses. The Licenses,
including the certificate of need, may not be, and have not been, transferred to any location other than the Facility, have not
been pledged as collateral security for any other loan or indebtedness, and are held free from restrictions or known conflicts
that would materially impair the use or operation of the Facility for its Intended Use, and are not provisional, probationary,
or restricted in any way.



 


		5.35	No Pledge of Receivables. Neither Borrower nor
the Facility Operator has pledged its receivables as collateral security for any other loan or indebtedness.



 


		5.36	Patient and Resident Care Agreements. There are
no patient or resident care agreements with patients or residents or with any other persons that deviate in any material adverse
respect from the standard form customarily used at the Facility.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 20



    	 



    

 


		5.37	Patient and Resident Records. All patient or resident
records at the Facility, including patient or resident trust fund accounts, are true and correct in all material respects.



 


		5.38	No Facility Deficiencies, Enforcement Actions or Violations.



 


(a)          The
Facility has not received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against
the Facility, the Facility Operator or Borrower or against any officer, director or stockholder thereof, by any Governmental Agency
during the last three calendar years, and there have been no violations over the past three years that have threatened the Facility’s
or the Facility Operator’s or Borrower’s certification for participation in any Governmental Payor Program.


 


(b)          The
Facility has not been cited with a “G” level deficiency or higher. No statement of charges or deficiencies has been
made and no penalty enforcement action has been undertaken against the Facility, its operator or Borrower, or against any officer,
director or stockholder thereof, by any Governmental Agency during the last survey cycle. Furthermore, the Facility has not been
the subject of a “double G” determination in the last three years.


 


		5.39	Seniors Housing Operator. See Rider.



 


		5.40	Recycled SPE Borrower. Reserved.



 


		5.41	Recycled SPE Equity Owner. Reserved.



 


		5.42	through 5.50 are reserved.



 


		5.51	Survival. The representations and warranties set
forth in this Loan Agreement will survive until the Indebtedness is paid in full; however, the representations and warranties
set forth in Section 5.05 will survive beyond repayment of the entire Indebtedness, to the extent provided in Section 10.02(i).



 


article
vi      BORROWER COVENANTS.


 


		6.01	Compliance with Laws. Borrower will comply with
all laws, ordinances, rules, regulations and requirements of any Governmental Authority having jurisdiction over the Mortgaged
Property and all licenses and permits and all recorded covenants and agreements relating to or affecting the Mortgaged Property,
including all laws, ordinances, regulations, requirements and covenants pertaining to health and safety, construction of improvements
on the Mortgaged Property, Repairs, Capital Replacements, fair housing, disability accommodation, zoning and land use, applicable
building codes, special use permits and environmental regulations, Leases and the maintenance and disposition of tenant security
deposits. Borrower will take appropriate measures to prevent, and will not engage in or knowingly permit, any illegal activities
at the Mortgaged Property, including those that could endanger tenants or visitors, result in damage to the Mortgaged Property,
result in forfeiture of the Mortgaged Property, or otherwise materially impair the Lien created by the Security Instrument or
Lender’s interest in the Mortgaged Property. Borrower will at all times maintain records sufficient to demonstrate compliance
with the provisions of this Section 6.01.



 




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		6.02	Compliance with Organizational Documents. Borrower
will at all times comply with all laws, regulations and requirements of any Governmental Authority relating to Borrower’s
formation, continued existence and good standing in its state of formation and, if different, in the Property Jurisdiction. Borrower
will at all times comply with its organizational documents, including its partnership agreement (if Borrower is a partnership),
its by-laws (if Borrower is a corporation or housing cooperative corporation or association) or its operating agreement (if Borrower
is a limited liability company or tenancy-in-common). If Borrower is a housing cooperative corporation or association, Borrower
will at all times maintain its status as a “cooperative housing corporation” as such term is defined in Section 216(b)
of the Internal Revenue Code of 1986, as amended, or any successor statute thereto.



 


		6.03	Use of Mortgaged Property.



 


(a)          Unless
required by applicable law, without the prior written consent of Lender, Borrower will not, and will not permit any Facility Operator
to, take any of the following actions:


 


		(i)	Allow changes in the use for which all or any part of
the Mortgaged Property is being used at the time this Loan Agreement is executed.



 


		(ii)	Convert any individual dwelling units or common areas
to commercial use.



 


		(iii)	Initiate a change in the zoning classification of the
Mortgaged Property or acquiesce to a change in the zoning classification of the Mortgaged Property.



 


		(iv)	Establish any condominium or cooperative regime with
respect to the Mortgaged Property beyond any which may be in existence on the date of this Loan Agreement.



 


		(v)	Combine all or any part of the Mortgaged Property with
all or any part of a tax parcel which is not part of the Mortgaged Property.



 


		(vi)	Subdivide or otherwise split any tax parcel constituting
all or any part of the Mortgaged Property.



 




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		(vii)	Add to or change any location at which any of the Mortgaged
Property is stored, held or located unless Borrower (A) gives Notice to Lender within 30 days after the occurrence of such addition
or change, (B) executes and delivers to Lender any modifications of or supplements to this Loan Agreement that Lender may require,
and (C) authorizes the filing of any financing statement which may be filed in connection with this Loan Agreement, as Lender
may require.



 


(b)          Without
the prior written consent of Lender, which may be granted or withheld in Lender’s discretion, Borrower will not, and will
not permit any Facility Operator to, provide or contract for skilled nursing care, assisted living care, Alzheimer’s care,
memory care or dementia care for any of the residents other than that level of care which both (i) is consistent with the Intended
Use and (ii) is permissible for Borrower or the Facility Operator to provide at the Facility under (A) applicable Healthcare Laws,
and (B) applicable Licenses.


 


(c)          Notwithstanding
anything contained in this Section to the contrary, if Borrower is a housing cooperative corporation or association, Lender acknowledges
and consents to Borrower’s use of the Mortgaged Property as a housing cooperative.


 


		6.04	Non-Residential Leases.



 


(a)          Prohibited
New Non-Residential Leases or Modified Non-Residential Leases. Borrower will not enter into any New Non-Residential Lease,
enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease in existence
on the date of this Loan Agreement) without the prior written consent of Lender.


 


(b)          Reserved.


 


(c)          Executed
Copies of Non-Residential Leases. Borrower will, without request by Lender, deliver a fully executed copy of each Non-Residential
Lease to Lender promptly after such Non-Residential Lease is signed.


 


(d)          Subordination
and Attornment Requirements. All Non-Residential Leases will specifically include the following provisions:


 


		(i)	The Lease is subordinate to the Lien of the Security
Instrument, with such subordination to be self-executing.



 


		(ii)	The tenant will attorn to Lender and any purchaser at
a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the Mortgaged Property by
any purchaser at a foreclosure sale or by Lender in any manner.



 


		(iii)	The tenant agrees to execute such further evidences of
attornment as Lender or any purchaser at a foreclosure sale may from time to time request.



 




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		(iv)	The tenant will, upon receipt of a written request from
Lender following the occurrence of and during the continuance of an Event of Default, pay all Rents payable under the Lease to
Lender.



 


		(v)	If Lender or a purchaser at a foreclosure sale so elects,
the Lease will not be terminated by foreclosure or any other transfer of the Mortgaged Property.



 


		(vi)	After a foreclosure sale of the Mortgaged Property, Lender
or any other purchaser at such foreclosure sale may, at Lender’s or such purchaser’s option, accept or terminate such
Lease without payment of any fee or penalty.



 


		6.05	Prepayment of Rents. Borrower will not receive
or accept Rent under any Lease (whether a residential Lease or a Non-Residential Lease) for more than 2 months in advance.



 


		6.06	Inspection.



 


(a)          Right
of Entry. Borrower will permit Lender, its agents, representatives and designees and any interested Governmental Authority
to make or cause to be made entries upon and inspections of the Mortgaged Property to inspect, among other things: (i) Repairs,
(ii) Capital Replacements, in process and upon completion, and (iii) Improvements (including environmental inspections and tests
performed by professional inspection engineers) during normal business hours, or at any other reasonable time, upon reasonable
Notice to Borrower if the inspection is to include occupied residential units (which Notice need not be in writing). During normal
business hours, or at any other reasonable time, Borrower will also permit Lender to examine all books and records and contracts
and bills pertaining to the foregoing. Notice to Borrower will not be required in the case of an emergency, as determined in Lender’s
Discretion, or when an Event of Default has occurred and is continuing.


 


(b)          Inspection
of Mold. If Lender determines that Mold has or may have developed as a result of a water intrusion event or leak, Lender, at
Lender’s Discretion, may require that a professional inspector inspect the Mortgaged Property to confirm whether Mold has
developed and, if so, thereafter as frequently as Lender determines is necessary until any issue with Mold and its cause(s) are
resolved to Lender’s satisfaction. Such inspection will be limited to a visual and olfactory inspection of the area that
has experienced the Mold, water intrusion event or leak. Borrower will be responsible for the cost of each such professional inspection
and any remediation deemed to be necessary as a result of the professional inspection. After any issue with Mold is remedied to
Lender’s satisfaction, Lender will not require a professional inspection any more frequently than once every 3 years unless
Lender otherwise becomes aware of Mold as a result of a subsequent water intrusion event or leak.


 




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(c)          Certification
in Lieu of Inspection. If Lender or Loan Servicer determines not to conduct an annual inspection of the Mortgaged Property,
and in lieu thereof Lender requests a certification, Borrower will provide to Lender a factually correct certification, each year
that the annual inspection is waived, to the following effect:


 


Borrower has not received any
written complaint, notice, letter or other written communication from any tenant, Property Manager, Facility Operator or governmental
authority regarding mold, fungus, microbial contamination or pathogenic organisms (“Mold”) or any activity, condition,
event or omission that causes or facilitates the growth of Mold on or in any part of the Mortgaged Property or, if Borrower has
received any such written complaint, notice, letter or other written communication, that Borrower has investigated and determined
that no Mold activity, condition or event exists or alternatively has fully and properly remediated such activity, condition, event
or omission in compliance with the Moisture Management Plan for the Mortgaged Property.


 


If Borrower is unwilling or unable
to provide such certification, Lender may require a professional inspection of the Mortgaged Property at Borrower’s expense.


 


		6.07	Books and Records; Financial Reporting.



 


(a)          Delivery
of Books and Records. Borrower will keep and maintain at all times at the Mortgaged Property or the Property Manager’s
or Facility Operator’s office, and upon Lender’s request will make available at the Mortgaged Property (or, at Borrower’s
option, at the Property Manager’s or Facility Operator’s office), complete and accurate books of account and records
(including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property, in accordance
with GAAP consistently applied (or such other method which is reasonably acceptable to Lender), and copies of all written contracts,
Leases, and other instruments which affect the Mortgaged Property. The books, records, contracts, Leases and other instruments
will be subject to examination and inspection by Lender at any reasonable time.


 


(b)          Delivery
of Statement of Income and Expenses; Rent Schedule and Other Statements. Borrower will furnish to Lender each of the following:


 


(i)          Within
25 days after the end of each calendar quarter prior to Securitization and within 35 days after each calendar quarter after Securitization,
each of the following:


 




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(A)         A
Rent Schedule dated no earlier than the date that is 5 days prior to the end of such quarter.


 


(B)         A
statement of income and expenses for Borrower’s operation of the Mortgaged Property that is either of the following:


 


(1)          For
the 12 month period ending on the last day of such quarter.


 


(2)          If
at the end of such quarter Borrower or any Affiliate of Borrower has owned the Mortgaged Property for less than 12 months, for
the period commencing with the acquisition of the Mortgaged Property by Borrower or its Affiliate, and ending on the last day of
such quarter.


 


(C)         A
statement of changes in financial position of Borrower relating to the Mortgaged Property for that fiscal quarter and, when requested
by Lender, a balance sheet showing all assets and liabilities of Borrower relating to the Mortgaged Property as of the end of that
fiscal quarter.


 


(ii)         Within
90 days after the end of each fiscal year of Borrower, each of the following:


 


(A)         An
annual statement of income and expenses for Borrower’s operation of the Mortgaged Property for that fiscal year.


 


(B)         A
statement of changes in financial position of Borrower relating to the Mortgaged Property for that fiscal year.


 


(C)         A
balance sheet showing all assets and liabilities of Borrower relating to the Mortgaged Property as of the end of that fiscal year
and a profit and loss statement for Borrower.


 


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


 


(iii)        Within
30 days after the date of filing, copies of all tax returns filed by Borrower.


 




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(c)          Delivery
of Borrower Financial Statements Upon Request. Borrower will furnish to Lender each of the following:


 


		(i)	Upon Lender’s request, in Lender’s sole and
absolute discretion prior to a Securitization, and thereafter upon Lender’s request in Lender’s Discretion, a monthly
Rent Schedule and a monthly statement of income and expenses for Borrower’s operation of the Mortgaged Property, in each
case within 25 days after the end of each month.



 


		(ii)	Upon Lender’s request in Lender’s sole and
absolute discretion prior to a Securitization, and thereafter upon Lender’s request in Lender’s Discretion, a statement
that identifies all owners of any interest in Borrower and any Designated Entity for Transfers and the interest held by each (unless
Borrower or any Designated Entity for Transfers is a publicly-traded entity in which case such statement of ownership will not
be required), and if Borrower or a Designated Entity for Transfers is a corporation then all officers and directors of Borrower
and the Designated Entity for Transfers, and if Borrower or a Designated Entity for Transfers is a limited liability company then
all Managers who are not members, in each case within 10 days after such request.



 


		(iii)	Upon Lender’s request in Lender’s Discretion,
such other financial information or property management information (including information on tenants under Leases to the extent
such information is available to Borrower, copies of bank account statements from financial institutions where funds owned or
controlled by Borrower are maintained, and an accounting of security deposits) as may be required by Lender from time to time,
in each case within 30 days after such request.



 


		(iv)	Upon Lender’s request in Lender’s Discretion,
a monthly property management report for the Mortgaged Property, showing the number of inquiries made and rental applications
received from tenants or prospective tenants and deposits received from tenants and any other information requested by Lender
within 30 days after such request. However, Lender will not require the foregoing more frequently than quarterly except when there
has been an Event of Default and such Event of Default is continuing, in which case Lender may require Borrower to furnish the
foregoing more frequently.



 


(d)          Form
of Statements; Audited Financials. A natural person having authority to bind Borrower (or the SPE Equity Owner or Guarantor,
as applicable) will certify each of the statements, schedules and reports required by Sections 6.07(b), 6.07(c) and 6.07(f) to
be complete and accurate. Each of the statements, schedules and reports required by Sections 6.07(b), 6.07(c) and 6.07(f) will
be in such form and contain such detail as Lender may reasonably require. Lender also may require that any of the statements, schedules
or reports listed in Sections 6.07(b), 6.07(c) and 6.07(f) be audited at Borrower’s expense by independent certified public
accountants acceptable to Lender, at any time when an Event of Default has occurred and is continuing or at any time that Lender,
in its reasonable judgment, determines that audited financial statements are required for an accurate assessment of the financial
condition of Borrower or of the Mortgaged Property.


 




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(e)          Failure
to Timely Provide Financial Statements. If Borrower fails to provide in a timely manner the statements, schedules and reports
required by Sections 6.07(b), 6.07(c) and 6.07(f), Lender will give Notice to Borrower specifying the statements, schedules and
reports required by Sections 6.07(b), 6.07(c) and 6.07(f) that Borrower has failed to provide. If Borrower has not provided the
required statements, schedules and reports within 10 Business Days following such Notice, then (i) Borrower will pay a late fee
of $500 for each late statement, schedule or report, plus an additional $500 per month that any such statement, schedule or report
continues to be late, and (ii) Lender will have the right to have Borrower’s books and records audited, at Borrower’s
expense, by independent certified public accountants selected by Lender in order to obtain such statements, schedules and reports,
and all related costs and expenses of Lender will become immediately due and payable and will become an additional part of the
Indebtedness as provided in Section 9.02. Notice to Borrower of Lender’s exercise of its rights to require an audit will
not be required in the case of an emergency, as determined in Lender’s Discretion, or when an Event of Default has occurred
and is continuing.


 


(f)          Delivery
of Guarantor and SPE Equity Owner Financial Statements Upon Request. Borrower will cause each Guarantor and, at Lender’s
request in Lender’s Discretion, any SPE Equity Owner, to provide to Lender (i) within 90 days after the close of such party’s
fiscal year, such party’s balance sheet and profit and loss statement (or if such party is a natural person, within 90 days
after the close of each calendar year, such party’s personal financial statements) in form reasonably satisfactory to Lender
and certified by such party to be accurate and complete, and (ii) such additional financial information (including copies of state
and federal tax returns with respect to any SPE Equity Owner but Lender will only require copies of such tax returns with respect
to each Guarantor if an Event of Default has occurred and is continuing) as Lender may reasonably require from time to time and
in such detail as reasonably required by Lender.


 


(g)          Reporting
Upon Event of Default. If an Event of Default has occurred and is continuing, Borrower will deliver to Lender upon written
demand all books and records relating to the Mortgaged Property or its operation.


 


(h)          Credit
Reports. Borrower authorizes Lender to obtain a credit report on Borrower at any time.


 


(i)          Reserved.


 




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		6.08	Taxes; Operating Expenses; Ground Rents.



 


(a)          Payment
of Taxes and Ground Rent. Subject to the provisions of Sections 6.08(c) and (d), Borrower will pay or cause to be paid (i)
all Taxes when due and before the addition of any interest, fine, penalty or cost for nonpayment, and (ii) if Borrower’s
interest in the Mortgaged Property is as a Ground Lessee, then the monthly or other periodic installments of Ground Rent before
the last date upon which each such installment may be made without penalty or interest charges being added.


 


(b)          Payment
of Operating Expenses. Subject to the provisions of Section 6.08(c), Borrower will (i) pay the expenses of operating, managing,
maintaining and repairing the Mortgaged Property (including utilities, Repairs and Capital Replacements) before the last date upon
which each such payment may be made without any penalty or interest charge being added, and (ii) pay Insurance premiums at least
30 days prior to the expiration date of each policy of Insurance, unless applicable law specifies some lesser period.


 


(c)          Payment
of Impositions and Reserve Funds. If Lender is collecting Imposition Reserve Deposits pursuant to Article IV, then so long
as no Event of Default exists, Borrower will not be obligated to pay any Imposition for which Imposition Reserve Deposits are being
collected, whether Taxes, Insurance premiums, Ground Rent (if applicable) or any other individual Impositions, but only to the
extent that sufficient Imposition Reserve Deposits are held by Lender for the purpose of paying that specific Imposition and Borrower
has timely delivered to Lender any bills or premium notices that it has received with respect to that specific Imposition (other
than Ground Rent). Lender will have no liability to Borrower for failing to pay any Impositions to the extent that: (i) any Event
of Default has occurred and is continuing, (ii) insufficient Imposition Reserve Deposits are held by Lender at the time an Imposition
becomes due and payable, or (iii) Borrower has failed to provide Lender with bills and premium notices as provided in this Section.


 


(d)          Right
to Contest. Borrower, at its own expense, may contest by appropriate legal proceedings, conducted diligently and in good faith,
the amount or validity of any Imposition other than Insurance premiums and Ground Rent (if applicable), if: (i) Borrower notifies
Lender of the commencement or expected commencement of such proceedings, (ii) the Mortgaged Property is not in danger of being
sold or forfeited, (iii) if Borrower has not already paid the Imposition, Borrower deposits with Lender reserves sufficient to
pay the contested Imposition, if requested by Lender, and (iv) Borrower furnishes whatever additional security is required in the
proceedings or is reasonably requested by Lender, which may include the delivery to Lender of reserves established by Borrower
to pay the contested Imposition.


 




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		6.09	Preservation, Management and Maintenance of Mortgaged
Property.



 


(a)          Maintenance
of Mortgaged Property; No Waste. Borrower will keep the Mortgaged Property in good repair, including the replacement of Personalty
and Fixtures with items of equal or better function and quality. Borrower will not commit waste or permit impairment or deterioration
of the Mortgaged Property.


 


(b)          Abandonment
of Mortgaged Property. Borrower will not abandon the Mortgaged Property.


 


(c)          Preservation
of Mortgaged Property. Borrower will restore or repair promptly, in a good and workmanlike manner, any damaged part of the
Mortgaged Property to the equivalent of its original condition, or such other condition as Lender may approve in writing, whether
or not Insurance proceeds or Condemnation awards are available to cover any costs of such Restoration or repair; provided, however,
that Borrower will not be obligated to perform such Restoration or repair if (i) no Event of Default has occurred and is continuing,
and (ii) Lender has elected to apply any available Insurance proceeds and/or Condemnation awards to the payment of Indebtedness
pursuant to Section 6.10(l) or Section 6.11(d).


 


(d)          Property
Management. Borrower will provide for professional management of the Mortgaged Property by the Property Manager at all times
under a property management agreement approved by Lender in writing. Borrower will not surrender, terminate, cancel, modify, renew
or extend its property management agreement, or enter into any other agreement relating to the management or operation of the Property
with Property Manager or any other Person, or consent to the assignment by the Property Manager of its interest under such property
management agreement, in each case without the consent of Lender, which consent will not be unreasonably withheld.


 


		(i)	If at any time Lender consents to the appointment of
a new Property Manager, such new Property Manager and Borrower will, as a condition of Lender’s consent, execute an Assignment
of Management Agreement in a form acceptable to Lender.



 


		(ii)	If any such replacement Property Manager is an Affiliate
of Borrower, and if a nonconsolidation opinion was delivered on the Closing Date, Borrower will deliver to Lender an updated nonconsolidation
opinion in form and substance satisfactory to Lender with regard to nonconsolidation.



 


		(iii)	Reserved.



 




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(e)          Alteration
of Mortgaged Property. Borrower will give Notice to Lender of and, unless otherwise directed in writing by Lender, will appear
in and defend any action or proceeding purporting to affect the Mortgaged Property, Lender’s security or Lender’s rights
under this Loan Agreement. Borrower will not (and will not permit any tenant or other Person to) remove, demolish or alter the
Mortgaged Property or any part of the Mortgaged Property, including any removal, demolition or alteration occurring in connection
with a rehabilitation of all or part of the Mortgaged Property, except that each of the following is permitted:


 


		(i)	Repairs or Capital Replacements pursuant to Sections
4.03 or 4.04.



 


		(ii)	Repairs or Capital Replacements made in connection with
the replacement of tangible Personalty.



 


		(iii)	If Borrower is a cooperative housing corporation or association,
Repairs or Capital Replacements to the extent permitted with respect to individual dwelling units under the form of a proprietary
lease or occupancy agreement.



 


		(iv)	Repairs or Capital Replacements
in connection with making an individual unit ready for a new occupant or pursuant to Sections 6.09(a) and (c).



 


		(v)	Reserved.



 


		(vi)	Reserved.



 


		(vii)	Reserved.



 


(f)          Establishment
of MMP. Unless otherwise waived by Lender in writing, Borrower will have or will establish and will adhere to the MMP. If Borrower
is required to have an MMP, Borrower will keep all MMP documentation at the Mortgaged Property or at the Property Manager’s
or the Facility Operator’s office and available for review by Lender or the Loan Servicer during any annual assessment or
other inspection of the Mortgaged Property that is required by Lender. At a minimum, the MMP must contain a provision for: (i)
staff training, (ii) information to be provided to tenants, (iii) documentation of the plan, (iv) the appropriate protocol for
incident response and remediation, and (v) routine, scheduled inspections of common space and unit interiors.


 


(g)          No
Reduction of Housing Cooperative Charges. If Borrower is a housing cooperative corporation or association, until the Indebtedness
is paid in full, Borrower will not reduce the maintenance fees, charges or assessments payable by shareholders or residents under
proprietary leases or occupancy agreements below a level which is sufficient to pay all expenses of Borrower, including all operating
and other expenses for the Mortgaged Property and all payments due pursuant to the terms of the Note and any Loan Documents.


 


(h)          through
(k) are reserved.


 




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		6.10	Insurance. At all times during the term of this
Loan Agreement, Borrower will maintain at its sole cost and expense, for the mutual benefit of Borrower and Lender, all of the
Insurance specified in this Section 6.10, as required by Lender and applicable law, and in such amounts and with such maximum
deductibles as Lender may require, as those requirements may change:



 


(a)          Hazard
Insurance. Borrower will keep the Improvements insured at all times against relevant physical hazards that may cause damage
to the Mortgaged Property as Lender may require (“Hazard Insurance”). Required Hazard Insurance coverage may
include any or all of the following:


 


(i)          All
Risks of Physical Loss. Insurance against loss or damage from fire, wind, hail, flood, and other related perils within the
scope of a “Special Causes of Loss” or “All Risk” policy, in an amount not less than the Replacement Cost
of the Mortgaged Property.


 


(ii)         Ordinance
and Law. If the Mortgaged Property constitutes a legal non-conforming use, then “Ordinance and Law Coverage” in
the amount required by Lender, including the follow endorsements:


 


(A)         “Loss
to the Undamaged Portion of the Building.”


 


(B)         “Demolition
Cost.”


 


(C)         “Increased
Cost of Construction.”


 


(D)         “Increased
Period of Restoration.”


 


(iii)        Flood.
If any of the Improvements are located in an area identified by the Federal Emergency Management Agency (or any successor to that
agency) as a “Special Flood Hazard Area,” flood Insurance in the amount required by Lender.


 


(iv)        Windstorm.
If windstorm and/or windstorm related perils and/or “named storm” are excluded from the “Special Causes of Loss”
policy required under Section 6.10(a)(i), then separate coverage for such risks (“Windstorm Coverage”), either
through an endorsement or a separate policy. Windstorm Coverage will be written in an amount not less than the Replacement Cost
of the Mortgaged Property.


 


(v)         Boiler
and Machinery/Equipment Breakdown. If the Mortgaged Property contains a central heating, ventilation and cooling system (“HVAC
System”) where steam boilers and/or other pressurized systems are in operation and are regulated by the Property Jurisdiction,
Insurance providing coverage in the amount required by Lender for:


 


(A)         Damage
to the HVAC System.


 




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(B)         Other
portions of the Mortgaged Property if the damage is the result of an explosion of steam boilers, pressure vessels or similar apparatus
now or in the future installed at the Mortgaged Property.


 


(vi)        Builder’s
Risk. During any period of construction or Restoration, builder’s risk Insurance (including fire and other perils within
the scope of a policy known as “Causes of Loss – Special Form” or “All Risk” policy) in an amount
not less than the sum of the related contractual arrangements.


 


(vii)       Other.
Insurance for other physical perils applicable to the Mortgaged Property as may be required by Lender including earthquake, sinkhole,
mine subsidence, avalanche, mudslides, and volcanic eruption. If Lender reasonably requires any updated reports or other documentation
to determine whether additional Insurance is necessary or prudent, Borrower will pay for the updated reports or other documentation
at its sole cost and expense.


 


(viii)      Professional
Liability. Required if the Mortgaged Property has assisted living, Alzheimer’s care, or skilled nursing units. The policy
may be written on a “Claims Made Policy” form or an “Occurrence-based Policy” form. Minimum coverage of
$1,000,000 per occurrence and $2,000,000 in the general aggregate is required. If the professional liability policy covers multiple
locations, aggregate limits apply per location. In addition, Borrower must maintain the following minimum umbrella or excess professional
liability coverage:


 


	Total number of licensed beds 
 covered by the policy	 	Minimum Umbrella/
 Excess Coverage	 
	 	 			 
	Less than or equal to 100	 	$	1 million	 
	 	 		 	 
	100 to 500		$	5 million	 
	 	 	 	 	 
	501 to 1,000		$	10 million	 
	 	 	 	 	 
	Greater than 1,000	 	$	25 million	 



 


The minimum coverage limits in
this section may be satisfied with any combination of primary, umbrella and/or excess coverage.


 


(ix)         Reserved.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 33



    	 



    

 


(b)          Business
Income/Rental Value. Business income/rental value Insurance for all relevant perils to be covered in the amount required by
Lender, but in no case less than the effective gross income attributable to the Mortgage Property for the preceding 12 months,
as determined by Lender in Lender’s Discretion, and otherwise sufficient to avoid any co-insurance provisions.


 


(c)          Commercial
General Liability Insurance. Commercial general liability Insurance against legal liability claims for personal and bodily
injury, property damage and contractual liability in such amounts and with such maximum deductibles as Lender may require, but
not less than $1,000,000 per occurrence and $2,000,000 in the general aggregate on a per-location basis, plus excess and/or umbrella
liability coverage in such amounts as Lender may require.


 


(d)          Terrorism
Insurance. Insurance required under Section 6.10(a)(i) and (ii) and Section 6.10(b) will provide coverage for acts of
terrorism. Terrorism coverage may be provided through one or more separate policies, which will be on terms (including amounts)
consistent with those required under Section 6.10(a)(i) and (ii) and Section 6.10(b).


 


(e)          Payment
of Premiums. All Hazard Insurance premiums and premiums for other Insurance required under this Section 6.10 will be paid
in the manner provided in Article IV, unless Lender has designated in writing another method of payment.


 


(f)          Policy
Requirements. The following requirements apply with respect to all Insurance required by this Section 6.10:


 


		(i)	All Insurance policies will be in a form approved by
Lender.



 


		(ii)	All Insurance policies will be issued by Insurance companies
authorized to do business in the Property Jurisdiction and with a general policyholder’s rating satisfactory to Lender.



 


		(iii)	All Hazard Insurance policies will contain a standard
mortgagee or mortgage holder’s clause and a loss payable clause, in favor of, and in a form approved by, Lender.



 


		(iv)	If any Insurance policy contains a coinsurance clause,
the coinsurance clause will be offset by an agreed amount endorsement in an amount not less than the Replacement Cost.



 


		(v)	All commercial general liability and excess/umbrella
liability policies will name Lender, its successors and/or assigns, as additional insured.



 


		(vi)	Professional liability policies will not include Lender,
its successors and/or assigns, as additional insured.



 




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		(vii)	All Hazard Insurance policies and liability Insurance
policies will provide that the insurer will notify the Lender in writing of cancelation of policies at least 10 days before the
cancelation of the policy by the insurer for nonpayment of the premium or nonrenewal and at least 30 days before cancelation by
the insurer for any other reason.



 


(g)          Evidence
of Insurance; Insurance Policy Renewals. Borrower will deliver to Lender a legible copy of each Insurance policy, and Borrower
will promptly deliver to Lender a copy of all renewal and other notices received by Borrower with respect the policies. Borrower
will ensure that the Mortgaged Property is continuously covered by the required Insurance. At least 15 days prior to the expiration
date of each Insurance policy, Borrower will deliver to Lender evidence acceptable to Lender in Lender’s Discretion that
each policy has been renewed. If the evidence of a renewal does not include a legible copy of the renewal policy, Borrower will
deliver a legible copy of such renewal prior to the earlier of the following:


 


(i)          60
days after the expiration date of the original policy.


 


(ii)         The
date of any Notice to Lender under Section 6.10(i).


 


(h)          Compliance
With Insurance Requirements. Borrower will comply with all Insurance requirements and will not permit any condition to exist
on the Mortgaged Property that would invalidate any part of any Insurance coverage required under this Loan Agreement.


 


(i)          Obligations
Upon Casualty; Proof of Loss.


 


		(i)	If an insured loss occurs, then Borrower will give immediate
written notice to the Insurance carrier and to Lender.



 


		(ii)	Borrower authorizes and appoints Lender as attorney in
fact for Borrower to make proof of loss, to adjust and compromise any claims under policies of Hazard Insurance, to appear in
and prosecute any action arising from such Hazard Insurance policies, to collect and receive the proceeds of Hazard Insurance,
to hold the proceeds of Hazard Insurance, and to deduct from such proceeds Lender’s expenses incurred in the collection
of such proceeds. This power of attorney is coupled with an interest and therefore is irrevocable. However, nothing contained
in this Section 6.10 will require Lender to incur any expense or take any action.



 


(j)          Lender’s
Options Following a Casualty. Lender may, at Lender’s option, take one of the following actions:


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 35



    	 



    

 


		(i)	Require a “repair or replacement” settlement,
in which case the proceeds will be used to reimburse Borrower for the cost of restoring and repairing the Mortgaged Property to
the equivalent of its original condition or to a condition approved by Lender (“Restoration”). If Lender determines
to require a repair or replacement settlement and to apply Insurance proceeds to Restoration, Lender will apply the proceeds in
accordance with Lender’s then-current policies relating to the Restoration of casualty damage on similar multifamily properties.



 


		(ii)	Require an “actual cash value” settlement
in which case the proceeds may be applied to the payment of the Indebtedness, whether or not then due.



 


(k)          Borrower’s
Options Following a Casualty. Subject to Section 6.10(l), Borrower may take the following actions:


 


		(i)	If a casualty results in damage to the Mortgaged Property
for which the cost of Repairs will be less than the Borrower Proof of Loss Threshold, Borrower will have the sole right to make
proof of loss, adjust and compromise the claim and collect and receive any proceeds directly without the approval or prior consent
of Lender so long as the Insurance proceeds are used solely for the Restoration of the Mortgaged Property.



 


		(ii)	If a casualty results in damage to the Mortgaged Property
for which the cost of Repairs will be more than the Borrower Proof of Loss Threshold, but less than the Borrower Proof of Loss
Maximum, Borrower is authorized to make proof of loss and adjust and compromise the claim without the prior consent of Lender,
and Lender will hold the applicable Insurance proceeds to be used to reimburse Borrower for the cost of Restoration of the Mortgaged
Property and will not apply such proceeds to the payment of the Indebtedness.



 


(l)          Lender’s
Right to Apply Insurance Proceeds to Indebtedness. Lender will have the right to apply Insurance proceeds to the payment of
the Indebtedness if Lender determines, in Lender’s Discretion, that any of the following conditions are met:


 


		(i)	An Event of Default (or any event, which, with the giving
of Notice or the passage of time, or both, would constitute an Event of Default) has occurred and is continuing.



 


		(ii)	There will not be sufficient funds from Insurance proceeds,
anticipated contributions of Borrower of its own funds or other sources acceptable to Lender to complete the Restoration.



 


		(iii)	The rental income from the Mortgaged Property after completion
of the Restoration will not be sufficient to meet all operating costs and other expenses, deposits to Reserve Funds and Loan repayment
obligations relating to the Mortgaged Property.



 




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		(iv)	The Restoration will not be completed by earlier of (A)
at least one year before the Maturity Date, or (B) at least 6 months before the Maturity Date if re-leasing of the Mortgaged Property
will be completed prior to the Maturity Date.



 


		(v)	The Restoration will not be completed within one year
after the date of the loss or casualty.



 


		(vi)	The casualty involved an actual or constructive loss
of more than 30% of the fair market value of the Mortgaged Property, and rendered untenantable more than 30% of the residential
units of the Mortgaged Property.



 


		(vii)	After completion of the Restoration the fair market value
of the Mortgaged Property is expected to be less than the fair market value of the Mortgaged Property immediately prior to such
casualty (assuming the affected portion of the Mortgaged Property is re-let within a reasonable period after the date of such
casualty).



 


		(viii)	Leases covering less than 35% of the residential units
of the Mortgaged Property will remain in full force and effect during and after the completion of Restoration.



 


(m)          Lender’s
Succession to Insurance Policies. If the Mortgaged Property is sold at a foreclosure sale or Lender acquires title to the Mortgaged
Property, Lender will automatically succeed to all rights of Borrower in and to any Insurance policies and unearned Insurance premiums
and in and to the proceeds resulting from any damage to the Mortgaged Property prior to such sale or acquisition.


 


(n)          Payment
of Installments After Application of Insurance Proceeds. Unless Lender otherwise agrees in writing, any application of any
Insurance proceeds to the Indebtedness will not extend or postpone the due date of any monthly installments referred to in the
Note, Article IV of this Loan Agreement or change the amount of such installments.


 


(o)          Assignment
of Insurance Proceeds. Borrower agrees to execute such further evidence of assignment of any Insurance proceeds as Lender may
require.


 


(p)          Borrower
Acknowledgment of Lender’s Right to Change Insurance Requirements. Borrower acknowledges and agrees that Lender’s
Insurance requirements may change from time to time throughout the term of the Indebtedness.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 37



    	 



    

 


		6.11	Condemnation.



 


(a)          Rights
Generally. Borrower will promptly notify Lender in writing of any action or proceeding or notice relating to any proposed or
actual condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct
or indirect (“Condemnation”). Borrower will appear in and prosecute or defend any action or proceeding relating
to any Condemnation unless otherwise directed by Lender in writing. Borrower authorizes and appoints Lender as attorney in fact
for Borrower to commence, appear in and prosecute, in Lender’s or Borrower’s name, any action or proceeding relating
to any Condemnation and to settle or compromise any claim in connection with any Condemnation, after consultation with Borrower
and consistent with commercially reasonable standards of a prudent lender. This power of attorney is coupled with an interest and
therefore is irrevocable. However, nothing contained in this Section 6.11(a) will require Lender to incur any expense or take any
action. Borrower transfers and assigns to Lender all right, title and interest of Borrower in and to any award or payment with
respect to (i) any Condemnation, or any conveyance in lieu of Condemnation, and (ii) any damage to the Mortgaged Property caused
by governmental action that does not result in a Condemnation.


 


(b)          Application
of Award. Lender may hold such awards or proceeds and apply such awards or proceeds, after the deduction of Lender’s
expenses incurred in the collection of such amounts (including Attorneys’ Fees and Costs) at Lender’s option, to the
Restoration or repair of the Mortgaged Property or to the payment of the Indebtedness, with the balance, if any, to Borrower. Unless
Lender otherwise agrees in writing, any application of any awards or proceeds to the Indebtedness will not extend or postpone the
due date of any monthly installments referred to in the Note or Article IV of this Loan Agreement, or change the amount of such
installments. Borrower agrees to execute such further evidence of assignment of any Condemnation awards or proceeds as Lender may
require.


 


(c)          Borrower’s
Right to Condemnation Proceeds. Notwithstanding any provision to the contrary in this Section 6.11, but subject to Section
6.11(e), in the event of a partial Condemnation of the Mortgaged Property, as long as no Event of Default, or any event which,
with the giving of Notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing,
in the event of a partial Condemnation resulting in proceeds or awards in the amount of less than $100,000, Borrower will have
the sole right to make proof of loss, adjust and compromise the claim and collect and receive any proceeds directly without the
approval or prior consent of Lender so long as the proceeds or awards are used solely for the Restoration of the Mortgaged Property.


 


(d)          Right
to Apply Condemnation Proceeds to Indebtedness. In the event of a partial Condemnation of the Mortgaged Property resulting
in proceeds or awards in the amount of $100,000 or more and subject to Section 6.11(e), Lender will have the right to exercise
its option to apply Condemnation proceeds to the payment of the Indebtedness only if Lender, in Lender’s Discretion, determines
that at least one of the following conditions is met:


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 38



    	 



    

 


		(i)	An Event of Default (or any event, which, with the giving
of Notice or the passage of time, or both, would constitute an Event of Default) has occurred and is continuing.



 


		(ii)	There will not be sufficient funds from Condemnation
proceeds, anticipated contributions of Borrower of its own funds or other sources acceptable to Lender to complete the Restoration.



 


		(iii)	The rental income from the Mortgaged Property after completion
of the Restoration will not be sufficient to meet all operating costs and other expenses, deposits to Reserve Funds and Loan repayment
obligations relating to the Mortgaged Property.



 


		(iv)	The Restoration will not be completed at least one year
before the Maturity Date (or 6 months before the Maturity Date if re-leasing of the Mortgaged Property will be completed within
such 6 month period).



 


		(v)	The Restoration will not be completed within one year
after the date of the Condemnation.



 


		(vi)	The Condemnation involved an actual or constructive loss
of more than 15% of the fair market value of the Mortgaged Property, and rendered untenantable more than 25% of the residential
units of the Mortgaged Property.



 


		(vii)	After Restoration the fair market value of the Mortgaged
Property is expected to be less than the fair market value of the Mortgaged Property immediately prior to the Condemnation (assuming
the affected portion of the Mortgaged Property is relet within a reasonable period after the date of the Condemnation).



 


		(viii)	Leases covering less than 35% of residential units of
the Mortgaged Property will remain in full force and effect during and after the completion of Restoration.



 


(e)          Right
to Apply Condemnation Proceeds in Connection with a Partial Release. Notwithstanding anything to the contrary set forth in
this Loan Agreement, including this Section 6.11, for so long as the Loan or any portion of the Loan is included in a Securitization,
then each of the following will apply:


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 39



    	 



    

 


		(i)	If any portion of the Mortgaged Property is released
from the Lien of the Loan in connection with a Condemnation and if the ratio of (A) the unpaid principal balance of the Loan to
(B) the value of the Mortgaged Property (taking into account only the related land and buildings and not any personal property
or going-concern value), as determined by Lender in its sole and absolute discretion based on a commercially reasonable valuation
method permitted in connection with a Securitization, is greater than 125% immediately after such Condemnation and before any
Restoration or repair of the Mortgaged Property (but taking into account any planned Restoration or repair of the Mortgaged Property
as if such planned Restoration or repair were completed), then Lender will apply any net proceeds or awards from such Condemnation,
in full, to the payment of the principal of the Indebtedness whether or not then due and payable, unless Lender has received an
opinion of counsel that a different application of such net proceeds or awards will not cause such Securitization to fail to meet
applicable federal income tax qualification requirements or subject such Securitization to any tax.



 


		(ii)	If neither Borrower nor Lender has the right to receive
any or all net proceeds or awards as a result of the provisions of any agreement affecting the Mortgaged Property (including any
Ground Lease, condominium document, or reciprocal easement agreement) and, therefore cannot apply such net proceeds or awards
to the payment of the principal of the Indebtedness as set forth above, then Borrower will prepay the Indebtedness in an amount
which Lender, in its sole and absolute discretion, deems necessary to ensure that the Securitization will not fail to meet applicable
federal income tax qualification requirements or be subject to any tax as a result of the Condemnation.



 


(f)          Succession
to Condemnation Proceeds. If the Mortgaged Property is sold at a foreclosure sale or Lender acquires title to the Mortgaged
Property, Lender will automatically succeed to all rights of Borrower in and to any Condemnation proceeds and awards prior to such
sale or acquisition.


 


		6.12	Environmental Hazards.



 


(a)          Prohibited
Activities and Conditions. Except for matters described in this Section 6.12, Borrower will not cause or permit Prohibited
Activities or Conditions. Borrower will comply with all Hazardous Materials Laws applicable to the Mortgaged Property. Without
limiting the generality of the previous sentence, Borrower will: (i) obtain and maintain all Environmental Permits required by
Hazardous Materials Laws and comply with all conditions of such Environmental Permits, (ii) cooperate with any inquiry by any Governmental
Authority, and (iii) comply with any governmental or judicial order that arises from any alleged Prohibited Activity or Condition.


 




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(b)          Employees,
Tenants and Contractors. Borrower will take all commercially reasonable actions (including the inclusion of appropriate provisions
in any Leases executed after the date of this Loan Agreement) to prevent its employees, agents and contractors, and all tenants
and other occupants from causing or permitting any Prohibited Activities or Conditions. Borrower will not lease or allow the sublease
or use of all or any portion of the Mortgaged Property to any tenant or subtenant for nonresidential use by any user that, in the
ordinary course of its business, would cause or permit any Prohibited Activity or Condition.


 


(c)          O&M
Programs. As required by Lender, Borrower will also have established a written operations and maintenance program with respect
to certain Hazardous Materials. Each such operations and maintenance program and any additional or revised operations and maintenance
programs established for the Mortgaged Property pursuant to this Section 6.12 must be approved by Lender and will be referred to
in this Loan Agreement as an “O&M Program.” Borrower will comply in a timely manner with, and cause all
employees, agents, and contractors of Borrower and any other Persons present on the Mortgaged Property to comply with each O&M
Program. Borrower will pay all costs of performance of Borrower’s obligations under any O&M Program, and Lender’s
out of pocket costs incurred in connection with the monitoring and review of each O&M Program must be paid by Borrower upon
demand by Lender. Any such out-of-pocket costs of Lender that Borrower fails to pay promptly will become an additional part of
the Indebtedness as provided in Section 9.02.


 


(d)          Notice
to Lender. Borrower will promptly give Notice to Lender upon the occurrence of any of the following events:


 


		(i)	Borrower’s discovery of any Prohibited Activity
or Condition.



 


		(ii)	Borrower’s receipt of or knowledge of any written
complaint, order, notice of violation or other communication from any tenant, Property Manager, Facility Operator, Governmental
Authority or other Person with regard to present or future alleged Prohibited Activities or Conditions, or any other environmental,
health or safety matters affecting the Mortgaged Property.



 


		(iii)	Borrower’s breach of any of its obligations under
this Section 6.12.



 


Any such Notice given by Borrower
will not relieve Borrower of, or result in a waiver of, any obligation under this Loan Agreement, the Note or any other Loan Document.


 




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(e)          Environmental
Inspections, Tests and Audits. Borrower will pay promptly the costs of any environmental inspections, tests or audits, a purpose
of which is to identify the extent or cause of or potential for a Prohibited Activity or Condition (“Environmental Inspections”),
required by Lender in connection with any foreclosure or deed in lieu of foreclosure, or as a condition of Lender’s consent
to any Transfer under Article VII, or required by Lender following a reasonable determination by Lender that Prohibited Activities
or Conditions may exist. Any such costs incurred by Lender (including Attorneys’ Fees and Costs and the costs of technical
consultants whether incurred in connection with any judicial or administrative process or otherwise) that Borrower fails to pay
promptly will become an additional part of the Indebtedness as provided in Section 9.02. As long as: (i) no Event of Default has
occurred and is continuing, (ii) Borrower has actually paid for or reimbursed Lender for all costs of any such Environmental Inspections
performed or required by Lender, and (iii) Lender is not prohibited by law, contract or otherwise from doing so, Lender will make
available to Borrower, without representation of any kind, copies of Environmental Inspections prepared by third parties and delivered
to Lender. Lender reserves the right, and Borrower expressly authorizes Lender, to make available to any party, including any prospective
bidder at a foreclosure sale of the Mortgaged Property, the results of any Environmental Inspections made by or for Lender with
respect to the Mortgaged Property. Borrower consents to Lender notifying any party (either as part of a notice of sale or otherwise)
of the results of any Environmental Inspections made by or for Lender. Borrower acknowledges that Lender cannot control or otherwise
ensure the truthfulness or accuracy of the results of any Environmental Inspections and that the release of such results to prospective
bidders at a foreclosure sale of the Mortgaged Property may have a material and adverse effect upon the amount that a party may
bid at such sale. Borrower agrees that Lender will have no liability whatsoever as a result of delivering the results of any Environmental
Inspections made by or for Lender to any third party, and Borrower releases and forever discharges Lender from any and all claims,
damages or causes of action arising out of, connected with or incidental to the results of the delivery of any Environmental Inspections
made by or for Lender.


 


(f)          Remedial
Work. If any investigation, site monitoring, containment, clean-up, Restoration or other remedial work (“Remedial
Work”) is necessary to comply with any Hazardous Materials Law or order of any Governmental Authority that has or acquires
jurisdiction over the Mortgaged Property or the use, operation or improvement of the Mortgaged Property, or is otherwise required
by Lender as a consequence of any Prohibited Activity or Condition or to prevent the occurrence of a Prohibited Activity or Condition,
Borrower will, by the earlier of (i) the applicable deadline required by Hazardous Materials Law, or (ii) 30 days after Notice
from Lender demanding such action, begin performing the Remedial Work, and thereafter diligently prosecute it to completion, and
must in any event complete the work by the time required by applicable Hazardous Materials Law. If Borrower fails to begin on a
timely basis or diligently prosecute any required Remedial Work, Lender may, at its option, cause the Remedial Work to be completed,
in which case Borrower will reimburse Lender on demand for the cost of doing so. Any reimbursement due from Borrower to Lender
will become part of the Indebtedness as provided in Section 9.02.


 


6.13         Single
Purpose Entity Requirements.


 


(a)          Single
Purpose Entity Requirements. Until the Indebtedness is paid in full, each Borrower and any SPE Equity Owner will remain a “Single
Purpose Entity,” which means at all times since its formation and thereafter it will satisfy each of the following conditions:


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 42



    	 



    

 


		(i)	It will not engage in any business or activity, other
than the ownership, operation and maintenance of the Mortgaged Property and activities incidental thereto.



 


		(ii)	It will not acquire, own, hold, lease, operate, manage,
maintain, develop or improve any assets other than the Mortgaged Property and such Personalty as may be necessary for the operation
of the Mortgaged Property and will conduct and operate its business as presently conducted and operated.



 


		(iii)	It will preserve its existence as an entity duly organized,
validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation or organization and
will do all things necessary to observe organizational formalities.



 


		(iv)	It will not merge or consolidate with any other Person.



 


		(v)	It will not take any action to dissolve, wind-up, terminate
or liquidate in whole or in part; to sell, transfer or otherwise dispose of all or substantially all of its assets; to change
its legal structure; transfer or permit the direct or indirect transfer of any partnership, membership or other equity interests,
as applicable, other than Transfers permitted under this Loan Agreement; issue additional partnership, membership or other equity
interests, as applicable, or seek to accomplish any of the foregoing.



 


		(vi)	It will not, without the prior unanimous written consent
of all of Borrower’s partners, members, or shareholders, as applicable, and, if applicable, the prior unanimous written
consent of 100% of the members of the board of directors or of the board of Managers of Borrower or the SPE Equity Owner, take
any of the following actions:



 


(A)         File
any insolvency, or reorganization case or proceeding, to institute proceedings to have Borrower or any SPE Equity Owner be adjudicated
bankrupt or insolvent.


 


(B)         Institute
proceedings under any applicable insolvency law.


 


(C)         Seek
any relief under any law relating to relief from debts or the protection of debtors.


 


(D)         Consent
to the filing or institution of bankruptcy or insolvency proceedings against Borrower or any SPE Equity Owner.


 




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		(E)	File a petition seeking, or consent to, reorganization or relief with respect to Borrower or any
SPE Equity Owner under any applicable federal or state law relating to bankruptcy or insolvency.



 


		(F)	Seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator,
custodian, or any similar official for Borrower or a substantial part of its property or for any SPE Equity Owner or a substantial
part of its property.



 


		(G)	Make any assignment for the benefit of creditors of Borrower or any SPE Equity Owner.



 


		(H)	Admit in writing Borrower’s or any SPE Equity Owner’s inability to pay its debts generally
as they become due.



 


		(I)	Take action in furtherance of any of the foregoing.



 


		(vii)	It will not amend or restate its organizational documents if such change would cause the provisions
set forth in those organizational documents not to comply with the requirements set forth in this Section 6.13.



 


		(viii)	It will not own any subsidiary or make any investment in, any other Person.



 


		(ix)	It will not commingle its assets with the assets of any other Person and will hold all of its assets
in its own name.



 


		(x)	It will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing
any obligation), other than the following:



 


		(A)	The Indebtedness (and any further indebtedness as described in Section 11.11 with regard to Supplemental
Instruments).



 


		(B)	Customary unsecured trade payables incurred in the ordinary course of owning and operating the
Mortgaged Property provided the same are not evidenced by a promissory note, do not exceed, in the aggregate, at any time a maximum
amount of 2% of the original principal amount of the Indebtedness and are paid within 60 days of the date incurred.



 


		(C)	through (F) are reserved.



 




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		(xi)	It will maintain its records, books of account, bank accounts, financial statements, accounting
records and other entity documents separate and apart from those of any other Person and will not list its assets as assets on
the financial statement of any other Person; provided, however, that Borrower’s assets may be included in a consolidated
financial statement of its Affiliate provided that (A) appropriate notation will be made on such consolidated financial statements
to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit are not available
to satisfy the debts and other obligations of such Affiliate or any other Person, and (B) such assets will also be listed on Borrower’s
own separate balance sheet.



 


		(xii)	Except for capital contributions or capital distributions permitted under the terms and conditions
of its organizational documents, it will only enter into any contract or agreement with any general partner, member, shareholder,
principal or Affiliate of Borrower or any Guarantor, or any general partner, member, principal or Affiliate thereof, upon terms
and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length
basis with third parties.



 


		(xiii)	It will not maintain its assets in such a manner that will be costly or difficult to segregate,
ascertain or identify its individual assets from those of any other Person.



 


		(xiv)	It will not assume or guaranty (excluding any guaranty that has been executed and delivered in
connection with the Note) the debts or obligations of any other Person, hold itself out to be responsible for the debts of another
Person, pledge its assets to secure the obligations of any other Person or otherwise pledge its assets for the benefit of any other
Person, or hold out its credit as being available to satisfy the obligations of any other Person.



 


		(xv)	It will not make or permit to remain outstanding any loans or advances to any other Person except
for those investments permitted under the Loan Documents and will not buy or hold evidence of indebtedness issued by any other
Person (other than cash or investment-grade securities).



 


		(xvi)	It will file its own tax returns separate from those of any other Person, except to the extent
that Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable
law, and will pay any taxes required to be paid under applicable law.



 


		(xvii)	It will hold itself out to the public as a legal entity separate and distinct from any other Person
and conduct its business solely in its own name, will correct any known misunderstanding regarding its separate identity and will
not identify itself or any of its Affiliates as a division or department of any other Person.



 


		(xviii)	It will maintain adequate capital for the normal obligations reasonably foreseeable in a business
of its size and character and in light of its contemplated business operations and will pay its debts and liabilities from its
own assets as the same become due.



 




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		(xix)	It will allocate fairly and reasonably shared expenses with Affiliates (including shared office
space) and use separate stationery, invoices and checks bearing its own name.



 


		(xx)	It will pay (or cause the Property Manager or any Facility Operator to pay on behalf of Borrower
from Borrower’s funds) its own liabilities (including salaries of its own employees) from its own funds.



 


		(xxi)	It will not acquire obligations or securities of its partners, members, shareholders, or Affiliates,
as applicable.



 


		(xxii)	Except as contemplated or permitted by the property management agreement with respect to the Property
Manager or any operating lease or operating agreement with respect to any Facility Operator, it will not permit any Affiliate or
constituent party independent access to its bank accounts.



 


		(xxiii)	It will maintain a sufficient number of employees (if any) in light of its contemplated business
operations and pay the salaries of its own employees, if any, only from its own funds.



 


		(xxiv)	If such entity is a single member limited liability company, such entity will satisfy each of the
following conditions:



 


		(A)	Be formed and organized under Delaware law.



 


		(B)	Have either one springing member that is a corporation or two springing members who are natural
persons. If there is more than one springing member, only one springing member will be the sole member of Borrower or SPE Equity
Owner (as applicable) at any one time, and the second springing member will become the sole member only upon the first springing
member ceasing to be a member.



 


		(C)	Otherwise comply with all Rating Agencies’ criteria for single member limited liability companies
(including the delivery of Delaware single member limited liability company opinions acceptable in all respects to Lender).



 


		(D)	At all times Borrower or SPE Equity Owner (as applicable) will have one and only one member.



 




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		(xxv)	If such entity is a single member limited liability company that is board-managed, such entity
will have a board of Managers separate from that of Guarantor and any other Person and will cause its board of Managers to keep
minutes of board meetings and actions and observe all other Delaware limited liability company required formalities.



 


		(xxvi)	If an SPE Equity Owner is required pursuant to this Loan Agreement, if Borrower is (A) a limited
liability company with more than one member, then Borrower has and will have at least one member that is an SPE Equity Owner that
has satisfied and will satisfy the requirements of Section 6.13(b) and such member is its managing member, or (B) a limited partnership,
then all of its general partners are SPE Equity Owners that have satisfied and will satisfy the requirements set forth in Section
6.13(b).



 


		(xxvii)	Reserved.



 


		(xxviii)	Reserved.



 


		(b)	SPE Equity Owner Requirements. The SPE Equity Owner, if applicable, will at all times since
its formation and thereafter comply in its own right (subject to the modifications set forth below), and will cause Borrower to
comply, with each of the requirements of a Single Purpose Entity. Upon the withdrawal or the disassociation of an SPE Equity Owner
from Borrower, Borrower will immediately appoint a new SPE Equity Owner, whose organizational documents are substantially similar
to those of the withdrawn or disassociated SPE Equity Owner, and deliver a new nonconsolidation opinion to Lender in form and substance
satisfactory to Lender with regard to nonconsolidation by a bankruptcy court of the assets of each of Borrower and SPE Equity Owner
with those of its Affiliates.



 


		(i)	With respect to Section 6.13(a)(i), the SPE Equity Owner will not engage in any business or activity
other than being the sole managing member or general partner, as the case may be, of Borrower and owning at least 0.5% equity interest
in Borrower.



 


		(ii)	With respect to Section 6.13(a)(ii), the SPE Equity Owner has not and will not acquire or own any
assets other than its equity interest in Borrower and personal property related thereto.



 


		(iii)	With respect to Section 6.13(a)(viii), the SPE Equity Owner will not own any subsidiary or make
any investment in any other Person, except for Borrower.



 




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		(iv)	With respect to Section 6.13(a)(x), the SPE Equity Owner has not and will not incur any debt, secured
or unsecured, direct or contingent (including guaranteeing any obligation), other than (A) customary unsecured payables incurred
in the ordinary course of owning Borrower provided the same are not evidenced by a promissory note, do not exceed, in the aggregate,
at any time a maximum amount of $10,000 and are paid within 60 days of the date incurred, and (B) in its capacity as general partner
of Borrower (if applicable).



 


		(v)	With respect to Section 6.13(a)(xiv), the SPE Equity Owner will not assume or guaranty the debts
or obligations of any other Person, hold itself out to be responsible for the debts of another Person, pledge its assets to secure
the obligations of any other Person or otherwise pledge its assets for the benefit of any other Person, or hold out its credit
as being available to satisfy the obligations of any other Person, except for in its capacity as general partner of Borrower (if
applicable).



 


		(c)	Effect of Transfer on Special Purpose Entity Requirements. Notwithstanding anything to the
contrary in this Loan Agreement, no Transfer will be permitted under Article VII unless the provisions of this Section 6.13 are
satisfied at all times.



 


		6.14	Repairs and Capital Replacements.



 


		(a)	Completion of Repairs. Borrower will commence any Repairs as soon as practicable after the
date of this Loan Agreement and will diligently proceed with and complete such Repairs on or before the Completion Date. All Repairs
and Capital Replacements will be completed in a good and workmanlike manner, with suitable materials, and in accordance with good
building practices and all applicable laws, ordinances, rules, regulations, building setback lines and restrictions applicable
to the Mortgaged Property. Borrower agrees to cause the replacement of any material or work that is defective, unworkmanlike or
that does not comply with the requirements of this Loan Agreement, as determined by Lender.



 


		(b)	Purchases. Without the prior written consent of Lender, no materials, machinery, equipment,
fixtures or any other part of the Repairs or Capital Replacements will be purchased or installed under conditional sale contracts
or lease agreements, or any other arrangement wherein title to such Repairs or Capital Replacements is retained or subjected to
a purchase money security interest, or the right is reserved or accrues to anyone to remove or repossess any such Repairs or Capital
Replacements, or to consider them as personal property.



 


		(c)	Lien Protection. Borrower will promptly pay or cause to be paid, when due, all costs, charges
and expenses incurred in connection with the construction and completion of the Repairs or Capital Replacements, and will keep
the Mortgaged Property free and clear of any and all Liens other than the Lien of the Security Instrument and any other junior
Lien to which Lender has consented.



 




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		(d)	Adverse Claims. Borrower will promptly advise Lender in writing of any litigation, Liens
or claims affecting the Mortgaged Property and of all complaints and charges made by any Governmental Authority that may delay
or adversely affect the Repairs or Capital Replacements.



 


		6.15	Residential Leases Affecting the Mortgaged Property.



 


		(a)	Borrower will, promptly upon Lender’s request, deliver to Lender an executed copy of each
residential Lease then in effect. All Leases for residential dwelling units will be on forms acceptable to Lender, will be for
initial terms of at least 6 months and not more than 2 years, and will not include options to purchase.



 


		(b)	If Borrower is a cooperative housing corporation or association, notwithstanding anything to the
contrary contained in this Loan Agreement, so long as Borrower remains a cooperative housing corporation or association and is
not in breach of any covenant of this Loan Agreement, Lender consents to each of the following:



 


		(i)	The execution of Leases for terms in excess of 2 years to a tenant shareholder of Borrower, so
long as such Leases, including proprietary Leases, are and will remain subordinate to the Lien of the Security Instrument.



 


		(ii)	The surrender or termination of such Leases where the surrendered or terminated Lease is immediately
replaced or where Borrower makes its best efforts to secure such immediate replacement by a newly-executed Lease of the same apartment
to a tenant shareholder of Borrower. However, no consent is given by Lender to any execution, surrender, termination or assignment
of a Lease under terms that would waive or reduce the obligation of the resulting tenant shareholder under such Lease to pay cooperative
assessments in full when due or the obligation of the former tenant shareholder to pay any unpaid portion of such assessments.



 


		6.16	Litigation; Government Proceedings. Borrower will give prompt Notice to Lender of any litigation
or governmental proceedings pending or, to the best of Borrower’s knowledge, threatened in writing against Borrower, any
Borrower Principal, the Facility Operator, or Property Manager which might have a Material Adverse Effect. As and when requested
by Lender, Borrower will provide Lender with written updates on the status of all litigation proceedings affecting Borrower, any
Borrower Principal, the Facility Operator or Property Manager.



 


		6.17	Further Assurances and Estoppel Certificates; Lender’s Expenses. Within 10 days after
a request from Lender, in Lender’s Discretion, Borrower will take each of the following actions:



 




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		(a)	Deliver to Lender a written statement, signed and acknowledged by Borrower, certifying to Lender
or any Person designated by Lender, as of the date of such statement: (i) that the Loan Documents are unmodified and in full force
and effect (or, if there have been modifications, that the Loan Documents are in full force and effect as modified and setting
forth such modifications), (ii) the unpaid principal balance of the Note, (iii) the date to which interest under the Note has been
paid, (iv) that Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements
contained in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in
reasonable detail), (v) whether there are any then-existing setoffs or defenses known to Borrower against the enforcement of any
right or remedy of Lender under the Loan Documents, and (vi) any additional facts requested by Lender.



 


		(b)	Execute, acknowledge and/or deliver, at its sole cost and expense, all further acts, deeds, conveyances,
assignments, estoppel certificates, financing statements or amendments, transfers and assurances as Lender may require from time
to time in order to better assure, grant and convey to Lender the rights intended to be granted, now or in the future, to Lender
under this Loan Agreement and the Loan Documents or in connection with Lender’s consent rights under Article VII.



 


Borrower acknowledges and agrees
that, in connection with each request by Borrower under this Loan Agreement or any Loan Document, Borrower will pay all reasonable
Attorneys’ Fees and Costs and expenses incurred by Lender and Loan Servicer, including any fees charged by the Rating Agencies,
if applicable, regardless of whether the matter is approved, denied or withdrawn. Any amounts payable by Borrower under this Loan
Agreement will be deemed a part of the Indebtedness, will be secured by the Security Instrument and will bear interest at the Default
Rate if not fully paid within 10 days of written demand for payment.


 


		6.18	Cap Collateral. Reserved.



 


		6.19	Ground Lease. Reserved.



 


		6.20	ERISA
                                         Requirements.



 


		(a)	Borrower will not engage in any transaction which would cause an obligation, or action taken or
to be taken under this Loan Agreement (or the exercise by Lender of any of its rights under the Note, this Loan Agreement or any
of the other Loan Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Tax Code.



 


		(b)	Borrower will deliver to Lender such certifications or other evidence from time to time throughout
the term of this Loan Agreement, as requested by Lender in Lender’s Discretion, confirming each of the following:



 




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		(i)	Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which
is subject to Title I of ERISA, a “plan” to which Section 4975 of the Tax Code applies, or an entity whose underlying
assets constitute “plan assets” of one or more of such plans.



 


		(ii)	Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA.



 


		(iii)	Borrower is not subject to state statutes regulating investments or fiduciary obligations with
respect to governmental plans.



 


		(iv)	One or more of the following circumstances is true:



 


		(A)	Equity interests in Borrower are publicly offered securities within the meaning of 29 C.F.R. Section
2510.3-101(b)(2), as amended from time to time or any successor provision.



 


		(B)	Less than 25% of each outstanding class of equity interests in Borrower are held by “benefit
plan investors” within the meaning of Section 3(42) of ERISA, as amended from time to time or any successor provision.



 


		(C)	Borrower qualifies as either an “operating company” or a “real estate operating
company” within the meaning of 29 C.F.R. Section 2510.3-101(c) or (e), as either may be amended from time to time or
any successor provisions, or is an investment company registered under the Investment Company Act of 1940.



 


		6.21	Operation of the Facility.



 


		(a)	Without limiting the generality of Section 6.03, Borrower will, or will cause any Facility Operator
to, operate the Facility for its Intended Use and will, or will cause any Facility Operator to, provide, to Lender’s reasonable
satisfaction, all of the facilities, services, staff, equipment and supplies required or normally associated with a typical high
quality property devoted to the Intended Use.



 


		(b)	Borrower will, or will cause any Facility Operator to, operate the Facility in a manner such that
all applicable Licenses now or hereafter in effect will remain in full force and effect. Borrower will not, and will not allow
any Facility Operator to: (i) transfer any License (or any rights thereunder) to any location other than the Facility, (ii) pledge
any License (or any rights thereunder) as collateral security for any other loan or indebtedness, (iii) terminate any License or
permit any License not to be renewed or reissued as applicable, (iv) rescind, withdraw, revoke, amend, supplement, modify or otherwise
alter the nature, tenor or scope of any License, or (v) permit any License to become the subject of any Downgrade, revocation,
suspension, restriction, condition or probation (including any restriction on new admissions or residents).



 




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		(c)	Borrower will, or as applicable, Borrower will cause any Facility Operator to, maintain and implement
all compliance and procedures policies as may be required by any applicable Healthcare Laws or Governmental Authority. Upon request
by Lender, Borrower will provide Lender with copies of Borrower’s, and if applicable, each Facility Operator’s, compliance
manuals which evidence such compliance.



 


		6.22	Facility Reporting.



 


		(a)	Borrower will, or will cause any Facility Operator to, furnish to Lender, within 10 days after
receipt by Borrower or any Facility Operator, any and all written notices from any Governmental Authority that: (i) any License
is being Downgraded, revoked, terminated, suspended, restricted or conditioned or may not be renewed or reissued or that action
is pending or being considered to Downgrade, revoke, terminate, suspend, restrict or condition (or not renew or reissue) any such
License, (ii) any violation, fine, finding, investigation or corrective action concerning any License is pending or being considered,
rendered or adopted, or (iii) any Healthcare Law or any health or safety code or building code violation or other deficiency at
the Mortgaged Property has been identified, but in each case only if the subject matter of such written notice (A) could materially
impact the operation or value of the Facility, or (B) requires additional formal or informal action by Borrower or Facility Operator
that is more than development or implementation of a routine plan of correction, including participation in hearings concerning
continued licensing or Medicare or Medicaid participation, entering into consent orders affecting licensing affecting the Facility,
or engaging in oversight management.



 


		(b)	Borrower will, or will cause any Facility Operator to, furnish to Lender, within 10 days after
receipt by Borrower or any Facility Operator, a copy of any survey, report or statement of deficiencies by any Governmental Authority,
but only if the subject matter of such survey, report or statement of deficiencies (i) could materially impact the operation or
value of the Facility, or (ii) requires additional formal or informal action by Borrower or Facility Operator that is more than
development or implementation of a routine plan of correction, including participation in hearings concerning continued licensing
or Medicare or Medicaid participation, entering into consent orders affecting licensing affecting the Facility, or engaging in
oversight management. Within the time period specified by the Governmental Authority for furnishing a plan of correction, Borrower,
or if applicable, a Facility Operator, will do so and will furnish or will cause to be furnished to Lender a copy of the plan of
correction concurrently therewith. Borrower will correct or will cause to be corrected in a timely manner (and in all events by
the date required by the Governmental Authority) any deficiency if the failure to do so could cause any License to be Downgraded,
revoked, suspended, restricted, conditioned or not renewed or reissued.



 




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		(c)	Upon Lender’s request and subject to Privacy Laws, Borrower will, or will cause the Facility
Operator to, furnish to Lender true and correct rent rolls and copies of all Leases.



 


		(d)	Borrower will provide Lender with a copy of any License issued or renewed in the future by a Governmental
Authority within 30 days after its issuance or renewal. To the extent that any such License is assignable, Borrower will assign
it to Lender as additional security for the Indebtedness, using a form of assignment acceptable to Lender in its discretion. If
any License is issued to a Facility Operator, to the extent such License is assignable, Borrower will cause such operator or management
agent to assign the License to Lender as additional security for the Indebtedness, using a form of assignment acceptable to Lender
in its discretion.



 


		(e)	Subject to Privacy Laws, Borrower will furnish, and will cause any Facility Operator to furnish,
to Lender at Borrower’s expense all evidence, which Lender may from time to time reasonably request as to the continuing
accuracy and validity of all representations and warranties made by Borrower in the Loan Documents and the continuing compliance
with and satisfaction of all covenants and conditions contained in the Loan Documents.



 


		6.23	Covenants Regarding Material Contracts.



 


		(a)	Borrower will not, and will not permit any Facility Operator to, enter into any Material Contract,
unless that Material Contract provides that it is terminable upon not more than 30 days notice by Borrower, or if Borrower is not
a party to the Material Contract, the Facility Operator, and their respective successors and assigns, without the necessity of
establishing cause and without payment of a penalty or termination fee or extra charge.



 


		(b)	Borrower will (or if Borrower is not a party thereto, will cause a Facility Operator to) fully
perform all of its obligations under each Contract, and Borrower will not (and Borrower will not permit a Facility Operator to)
enter into, terminate or amend, modify, assign or otherwise encumber its interest in any Material Contract without the prior written
approval of Lender. If Borrower or a Facility Operator enters into any Material Contract in the future (with Lender’s consent
thereto), Borrower will (or will cause the operator to), simultaneously with entering into the Material Contract, if requested
by Lender (i) assign its rights under and interest in the Material Contract to Lender as additional security for the Indebtedness,
and (ii) obtain and provide to Lender a consent to that assignment by the other party(ies) to the Material Contract. Both the assignment
and the consent must be in a form acceptable to Lender in its discretion.



 




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		6.24	Pledge of Receivables. Borrower will not, and will not allow any Facility Operator to, pledge
any receivables arising from the operation of the Facility (or any Leases or Contracts under which such receivables arise) as collateral
security for any other loan or indebtedness.



 


		6.25	Property Manager and Operator of the Facility. Borrower will not surrender, terminate, cancel,
modify, renew or extend its property management agreement or any operating lease; permit the change of the Property Manager or
any Facility Operator; enter into any other agreement relating to the management or operation of the Facility with Property Manager,
the Facility Operator, or any other Person; or consent to the assignment by the Property Manager or Facility Operator of its interest
under such property management agreement, operating lease or similar agreement, as applicable, in each case without the prior written
approval of Lender, and in each such instance the approval by Lender of the property management agreement and/or operating lease
(or similar) agreement, as applicable. If at any time Lender consents to the appointment of a new Property Manager or Facility
Operator, such new Property Manager or Facility Operator and Borrower (or if Borrower is not a party thereto, a Facility Operator)
will, as a condition of Lender’s consent, execute an Assignment of Management Agreement or assignment of operating agreement,
as the case may be, in a form acceptable to Lender in its discretion. If any such replacement Property Manager or Facility Operator
is an Affiliate of Borrower, and if a nonconsolidation opinion was delivered at the origination of the Loan, Borrower will deliver
to Lender an updated nonconsolidation opinion in form and substance satisfactory to Lender with regard to nonconsolidation. Without
limiting the foregoing, Borrower will not, and will not permit any Facility Operator to, enter into any New Non-Residential Lease,
enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease, or enter into, terminate, extend or amend
any Contract to lease, manage or operate the Facility without in each instance Lender providing its prior written consent thereto,
which may be conditioned upon Lender receiving an assignment thereof in a form acceptable to Lender.



 


		6.26	Residential Leases and Agreements.



 


		(a)	The form of residential Lease and/or residential care agreement or similar resident agreement approved
by Lender prior to the date of this Loan Agreement with respect to the Facility will not be revised in any material respect (except
as may be required by applicable Healthcare Laws) without Lender’s prior written consent thereto. All Leases and agreements
with residents at the Facility will be on forms approved by Lender.



 


		(b)	Borrower or any Facility Operator will maintain all deposits by all residents of the Facility in
accordance with all applicable laws and regulations pertaining thereto, and in accordance with the terms of each such resident’s
Lease or resident care agreement, and otherwise in accordance with the other provisions of this Loan Agreement and the other Loan
Documents.



 




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		6.27	Performance Under Leases. Borrower or a Facility Operator, as applicable, will timely perform
all of the obligations of such party under all Leases of the Facility or any Mortgaged Property.



 


		6.28	Governmental Payor Programs.



 


		(a)	No more than 5% of the total number of beds at the Facility may be allocated to residents who participate
in a Governmental Payor Program.



 


		(b)	If Borrower violates the covenant in Section 6.28(a), then Borrower must immediately fund a transition
reserve with cash in an amount equal to the aggregate of 6 months of principal and interest payments due under the terms of the
Note for the next 6 months. If the Note provides for interest to accrue at an adjustable or variable interest rate (other than
during the “Extension Period,” as defined in the Note, if applicable), then Lender will estimate the amount of the
interest due during such 6-month period. Borrower must also enter into a transition reserve agreement acceptable to Lender in form
and content.



 


		(c)	Borrower will furnish to Lender, within 10 days after receipt by Borrower, any Facility Operator
or any Property Manager, any and all notices from any Governmental Authority which state that the Governmental Payor Program certification
of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered
to downgrade any such certification.



 


		(d)	Borrower will furnish to Lender, within 10 days after receipt by Borrower, any Facility Operator
or any Property Manager, a copy of any survey, report or statement of deficiencies by any Governmental Authority administering
Governmental Payor Program funds or programs. Within the time period specified by any such Governmental Authority for furnishing
a plan of correction, Borrower will furnish to Lender a copy of the plan of correction. By the date required for cure by the Governmental
Authority, Borrower will correct or will cause to be corrected any deficiency the curing of which is a condition of continued eligibility
for Governmental Payor Program payment or reimbursement, including full participation in the Governmental Payor Program for existing
residents and for new residents to be admitted with Governmental Payor Program coverage.



 


		(e)	Other than in the normal course of business, Borrower will not, and will not permit any Facility
Operator or any Property Manager to, change the terms of any of the Governmental Payor Program or its normal billing payment and
reimbursement policies and procedures with respect to such Governmental Payor Program (including the amount and timing of finance
charges, fees and write-offs).



 




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		(f)	Within 10 days of the required filing of cost reports of the Facility with the Governmental Payor
Program agency or the date of actual filing of such cost report of the Facility with such agency, whichever is earlier, Borrower
will provide Lender with a complete and accurate copy of the annual Governmental Payor Program cost report of the Facility, which
will be prepared by an independent certified public accountant or by an experienced cost report preparer acceptable to Lender,
and will promptly furnish Lender any amendments filed with respect to such reports and all responses, audit reports or inquiries
with respect to such reports.



 


		(g)	Borrower will permit and will cause any Property Manager or any Facility Operator to permit representatives
appointed by Lender, including independent accountants, agents, attorneys, appraisers and any other persons, to visit and inspect
any of the Facility during its normal business hours and at any other reasonable times, and to take photographs of the Facility,
and to write down and record any information such representatives obtain, and will permit Lender or its representatives to investigate
and verify the accuracy of the information furnished to Lender under or in connection with this Loan Agreement or any of the other
Loan Documents and to discuss all such matters with its officers, employees and representatives.



 


		(h)	Borrower will furnish and will cause any management agent for the Facility or any Facility Operator
to furnish to Lender, at Borrower’s expense, all evidence which Lender may from time to time reasonably request as to the
accuracy and validity of or compliance with all representations and warranties made by Borrower in the Loan Documents and satisfaction
of all conditions contained in the Loan Documents.



 


		(i)	Any inspection or audit of the Facility or the books and records of Borrower, any Property Manager
or any Facility Operator, or the procuring of documents and financial and other information, by or on behalf of Lender, will be
for Lender’s protection only, and will not constitute any assumption of responsibility or liability by Lender to Borrower,
any Property Manager or any Facility Operator or anyone else with regard to the condition, construction, maintenance or operation
of the Facility. Lender’s approval of any certification given to Lender will not relieve Borrower, Property Manager, or a
Facility Operator of any of their respective obligations.



 


		(j)	Within 120 days after the end of each fiscal quarter of Borrower, Borrower will deliver or cause
Property Manager or the Facility Operator to deliver to Lender information in sufficient detail, as determined by Lender, to show
by patient mix (i.e., private and Governmental Payor Program, if applicable) the average monthly census of the Facility, occupancy
rates and the amount of income attributed to reimbursements or payments from a Governmental Payor Program.



 




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		(k)	After an Event of Default, Lender is authorized to give notice to all third party payors at Lender’s
option, instructing them to pay all third party payments, including Medicare, Medicaid or TRICARE, which would be otherwise paid
to Borrower or to a Facility Operator to Lender, to the extent permitted by law.



 


		(l)	Borrower will not and will not permit any breach or violation by any Person of any Healthcare Laws
pertaining to the Facility or the operation of the Facility, including any Healthcare Laws pertaining to billing for goods or services
by Borrower or any Facility Operator. Borrower will not and will not permit any circumstance to occur which would (i) cause Borrower,
a Facility Operator or the Facility to be disqualified for participation in any Governmental Payor Program or (ii) cause the non-renewal
or termination of Borrower, a Facility Operator or the Facility’s participation in any such program, as applicable.



 


		6.29	Additional Covenants Regarding Operator. Reserved.



 


		6.30	through 6.41 are reserved.



 


		article vii	TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER.



 


Upon the occurrence of a Transfer prohibited
by or requiring Lender’s approval (if applicable) under this Article VII, Lender may, in Lender’s Discretion, by Notice
to Borrower and the proposed transferee(s), modify or render void, any or all of the negotiated modifications to the Loan Documents
(and/or deferral of deposits to Reserve Funds) as a condition to Lender’s consent to the proposed Transfer.


 


		7.01	Permitted Transfers. The occurrence of any of the following Transfers will not constitute
an Event of Default under this Loan Agreement, notwithstanding any provision of Section 7.02 to the contrary:



 


		(a)	A Transfer to which Lender has consented.



 


		(b)	A Transfer that is not a prohibited Transfer pursuant to Section 7.02.



 


		(c)	A Transfer that is conditionally permitted pursuant to Section 7.03 upon the satisfaction of all
applicable conditions.



 


		(d)	The grant of a leasehold interest in an individual dwelling unit for a term of 2 years or less
(or longer if approved by Lender in writing) not containing an option to purchase.



 


		(e)	Entering into any New Non-Residential Lease, or modifying or terminating any Non-Residential Lease,
in each case in compliance with Section 6.04.



 




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		(f)	A Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by
items of equal or better function and quality, which are free of Liens, encumbrances and security interests other than those created
by the Loan Documents or consented to by Lender.



 


		(g)	The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged
Property, which is released of record, bonded, or otherwise remedied to Lender’s satisfaction within 60 days of the date
of creation; provided, however, if Borrower is diligently prosecuting such release or other remedy and advises Lender that such
release or remedy cannot be consummated within such 60-day period, Borrower will have an additional period of time (not exceeding
120 days from the date of creation or such earlier time as may be required by applicable law in which the lienor must act to enforce
the Lien) within which to obtain such release of record or consummate such other remedy.



 


		(h)	If Borrower is a housing cooperative corporation or association, the Transfer of the shares in
the housing cooperative or the assignment of the occupancy agreements or Leases relating thereto to tenant shareholders of the
housing cooperative or association.



 


		(i)	A Supplemental Instrument that complies with Section 11.11 (if applicable) or Defeasance that complies
with Section 11.12 (if applicable).



 


		(j)	Reserved.



 


		7.02	Prohibited Transfers. The occurrence of any of the following Transfers will constitute an
Event of Default under this Loan Agreement:



 


		(a)	A Transfer of all or any part of the Mortgaged Property or any interest in the Mortgaged Property,
including the grant, creation or existence of any Lien on the Mortgaged Property, whether voluntary, involuntary or by operation
of law, and whether or not such Lien has priority over the Lien of the Security Instrument, other than the Lien of the Security
Instrument or, if this Loan Agreement is entered into in connection with a Supplemental Loan, the Lien of the Senior Instrument,
or any other Lien to which Lender has consented.



 


		(b)	A Transfer or series of Transfers of any legal or equitable interest of any Guarantor which owns
a direct or indirect interest in Borrower that result(s) in such Guarantor no longer owning any direct or indirect interest in
Borrower.



 


		(c)	A Transfer or series of Transfers of any legal or equitable interest since the Closing Date that
result(s) in a change of more than 50% of the ownership interests (or beneficial interests, if the applicable entity is a trust)
in Borrower or any Designated Entity for Transfers.



 




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		(d)	A Transfer of any general partnership interest in a partnership, or any manager interest (whether
a member manager or nonmember manager) in a limited liability company, or a change in the trustee of a trust other than as permitted
in Section 7.04, if such partnership, limited liability company, or trust, as applicable, is Borrower or a Designated Entity for
Transfers.



 


		(e)	If Borrower or any Designated Entity for Transfers is a corporation whose outstanding voting stock
is held by 100 or more shareholders, one or more Transfers by a single transferor within a 12-month period affecting an aggregate
of 10% or more of that stock.



 


		(f)	The grant, creation or existence of any Lien, whether voluntary, involuntary or by operation of
law, and whether or not such Lien has priority over the Lien of the Security Instrument, on any ownership interest in Borrower
or any Designated Entity for Transfers, if the foreclosure of such Lien would result in a Transfer prohibited under Sections 7.02(b),
(c), (d), or (e).



 


		(g)	If Borrower is a trust (i) the termination or revocation of the trust, or (ii) the removal, appointment
or substitution of a trustee of the trust.



 


		(h)	Reserved.



 


		(i)	Reserved.



 


		(j)	Reserved.



 


		7.03	Conditionally Permitted Transfers. The occurrence of any of the following Transfers will
not constitute a prohibited Transfer under Section 7.02, provided that Borrower has complied with all applicable specified conditions
in this Section.



 


		(a)	Transfer by Devise, Descent or Operation of Law. Upon the death of a natural person, a Transfer
which occurs by devise, descent, or by operation of law to one or more Immediate Family Members of such natural person or to a
trust or family conservatorship established for the benefit of such Immediate Family Members (each a “Beneficiary”),
provided that each of the following conditions is satisfied:



 


		(i)	The Property Manager or Facility Operator, as applicable, continues to be responsible for the management
of the Mortgaged Property, and such Transfer will not result in a change in the day-to-day operations of the Mortgaged Property.



 


		(ii)	Lender receives confirmation acceptable to Lender, in Lender’s Discretion, that Borrower
continues to satisfy the requirements of Section 6.13.



 




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		(iii)	Each Guarantor executes such documents and agreements as Lender requires in Lender’s Discretion
to evidence and effect the ratification of each Guaranty, or in the event of the death of any Guarantor, Borrower causes one of
the following to occur:



 


		(A)	One or more Persons acceptable to Lender, in Lender’s Discretion, execute(s) and deliver(s)
to Lender a guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing
Date, without any cost or expense to Lender.



 


		(B)	The estate of the deceased Guarantor immediately ratifies the Guaranty in writing, and within 6
months after the date of the death of the deceased Guarantor one or more Persons, acceptable to Lender in Lender’s Discretion,
execute(s) and deliver(s) to Lender a guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty
executed on the Closing Date, without any cost or expense to Lender.



 


		(iv)	Borrower gives Lender Notice of such Transfer together with copies of all documents effecting such
Transfer not more than 30 calendar days after the date of such Transfer, and contemporaneously with the Notice, takes each of the
following additional actions:



 


		(A)	Borrower reaffirms the representations and warranties under Article V.



 


		(B)	Borrower satisfies Lender, in Lender’s Discretion, that the Beneficiary’s organization,
credit and experience in the management of similar properties are appropriate to the overall structure and documentation of the
existing financing.



 


		(v)	Borrower or Beneficiary causes to be delivered to Lender such legal opinions as Lender deems necessary,
in Lender’s Discretion, including a nonconsolidation opinion (if a nonconsolidation opinion was delivered on the Closing
Date and if required by Lender), an opinion that the ratification of the Loan Documents and Guaranty (if applicable) have been
duly authorized, executed, and delivered and that the ratification documents and Guaranty (if applicable) are enforceable as the
obligations of Borrower, Beneficiary or Guarantor, as applicable.



 


		(vi)	Borrower (A) pays the Transfer Review Fee to Lender, and (B) pays or reimburses Lender, upon demand,
for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with such Transfer;
provided, however, that Lender will not be entitled to collect a Transfer Fee.



 




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		(b)	Easement, Restrictive Covenant or Other Encumbrance. The grant of an easement, restrictive
covenant or other encumbrance, provided that each of the following conditions is satisfied:



 


		(i)	Borrower provides Lender with at least 30 days prior Notice of the proposed grant and pays the
Transfer Review Fee to Lender.



 


		(ii)	Prior to the grant, Lender determines, in Lender’s Discretion, that the easement, restrictive
covenant or other encumbrance will not materially affect the operation or value of the Mortgaged Property or Lender’s interest
in the Mortgaged Property.



 


		(iii)	Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’
Fees and Costs, incurred by Lender in connection with reviewing Borrower’s request for Lender’s review of such grant
of easement, restrictive covenant or other encumbrance; provided, however, that Lender will not be entitled to collect a Transfer
Fee.



 


		(iv)	If the Note is held by a REMIC trust, if required by Lender, Borrower provides an opinion of counsel
for Borrower, in form and substance satisfactory to Lender in its sole and absolute discretion, confirming each of the following:



 


		(A)	The grant of such easement has been effected in accordance with the requirements of Treasury Regulation
Section 1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time).



 


		(B)	The qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired
as a result of such grant.



 


		(C)	The REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of such
grant.



 


		(c)	Publicly-Held Fund or Publicly-Held Real Estate Investment Trust. If a Designated Entity
for Transfers is a publicly-held fund or a publicly-held real estate investment trust, either of the following:



 


		(i)	The public issuance of common stock, convertible debt, equity or other similar securities (“Public
Fund/REIT Securities”) and the subsequent Transfer of such Public Fund/REIT Securities.



 


		(ii)	The acquisition by a single Public Fund/REIT Securities holder of an ownership percentage of 10%
or more in the Designated Entity for Transfers, if Borrower provides notice of that acquisition to Lender within 30 days following
the acquisition.



 




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		(d)	Transaction Specific Transfers.



 


		(i)	through (viii) are reserved.



 


		(e)	through (i) are reserved.



 


		7.04	Preapproved Intrafamily Transfers. Not applicable.



 


		7.05	Lender’s Consent to Prohibited Transfers.



 


		(a)	Conditions for Lender’s Consent. With respect to a Transfer that would otherwise constitute
an Event of Default under this Article VII, Lender will consent, without any adjustment to the rate at which the Indebtedness bears
interest or to any other economic terms of the Indebtedness set forth in the Note, provided that, prior to such Transfer, each
of the following requirements is satisfied:



 


		(i)	Borrower has submitted to Lender all information required by Lender to make the determination required
by this Section along with the Transfer Review Fee.



 


		(ii)	No Event of Default has occurred and is continuing and no event or condition has occurred and is
continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default unless such Transfer
would cure the Event of Default.



 


		(iii)	Lender in Lender’s Discretion has determined that the transferee meets Lender’s eligibility,
credit, management and other standards (including any standards with respect to previous relationships between Lender and the transferee).



 


		(iv)	Lender in Lender’s Discretion has determined that the transferee’s organization, credit
and experience in the ownership and management of similar senior housing facilities is adequate and appropriate to the overall
structure and documentation of the Loan.



 


		(v)	Lender in Lender’s Discretion has determined that the Mortgaged Property will be managed
by a Property Manager meeting the requirements of Section 6.09(d), and, if applicable, an Operator whose organization, credit and
experience in the operation of similar senior housing facilities is adequate and appropriate to the overall structure and documentation
of the Loan. Any new or replacement Operator approved by Lender must either (A) assume the Loan Documents executed by the prior
Operator, if applicable, or (B) execute Lender’s then-standard documents governing operators of senior housing facilities
and transferee will execute any modifications to the Loan Documents required by Lender to document Operator’s role in the
operation of the Facility and appropriately secure the Loan.



 




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		(vi)	Lender in Lender’s Discretion has determined that the Mortgaged Property, at the time of
the proposed Transfer, meets all of Lender’s standards as to its physical condition, occupancy, net operating income and
the accumulation of reserves.



 


		(vii)	Lender in Lender’s Discretion has determined that the transferee and any SPE Equity Owner
of such transferee meet the requirements of Section 6.13.



 


		(viii)	If a Supplemental Instrument is outstanding, Borrower has obtained the consent of the Supplemental
Lender, if different from Lender.



 


		(ix)	In the case of a Transfer of all or any part of the Mortgaged Property, each of the following conditions
is satisfied:



 


		(A)	The transferee executes Lender’s then-standard assumption agreement that, among other things,
requires the transferee to perform all obligations of Borrower set forth in the Note, the Security Instrument, this Loan Agreement
and any other Loan Document, and may require that the transferee comply with any provisions of this Loan Agreement or any other
Loan Document which previously may have been waived or modified by Lender.



 


		(B)	If Lender requires, the transferee causes one or more Persons acceptable to Lender, in Lender’s
Discretion, to execute and deliver to Lender a Guaranty in a form acceptable to Lender.



 


		(C)	The transferee executes such additional documentation (including filing financing statements, as
applicable) as Lender may require.



 


		(x)	In the case of a Transfer of any interest in Borrower or a Designated Entity for Transfers, if
a Guarantor requests that Lender release the Guarantor from its obligations under a Guaranty executed and delivered in connection
with the Note, this Loan Agreement or any of the other Loan Documents, then Borrower causes one or more Persons acceptable to Lender,
in Lender’s Discretion, to execute and deliver to Lender a Guaranty in a form acceptable to Lender.



 


		(xi)	Lender has received such legal opinions as Lender deems necessary, including a nonconsolidation
opinion (if a nonconsolidation opinion was delivered on the Closing Date and if required by Lender), an opinion that the assignment
and assumption of the Loan Documents has been duly authorized, executed, and delivered and that the assignment documents and the
Loan Documents are enforceable as the obligations of Borrower, transferee and Guarantor, as applicable.



 




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		(xii)	Lender collects all costs, including the cost of all title searches, title insurance and recording
costs, and all Attorneys’ Fees and Costs incurred in reviewing the Transfer request and any fees charged by the Rating Agencies,
if applicable.



 


		(xiii)	At the time of the Transfer, Borrower pays the Transfer Fee to Lender.



 


		(ix)	The Transfer will not occur during any Extension Period, if applicable.



 


		(b)	Continuing Liability of Borrower. If Borrower requests a release of its liability under
the Loan Documents in connection with a Transfer of all of Borrower’s interest in the Mortgaged Property, and Lender approves
the Transfer pursuant to Section 7.05(a), then one of the following will apply:



 


		(i)	If Borrower delivers to Lender a current Site Assessment which (A) is dated within 90 days prior
to the date of the proposed Transfer, and (B) evidences no presence of Hazardous Materials on the Mortgaged Property and no other
Prohibited Activities or Conditions with respect to the Mortgaged Property (“Clean Site Assessment”), then Lender
will release Borrower from all of Borrower’s obligations under the Loan Documents except for any liability under Section
6.12 or Section 10.02(b) with respect to any loss, liability, damage, claim, cost or expense which directly or indirectly arises
from or relates to any Prohibited Activities or Conditions existing prior to the date of the Transfer.



 


		(ii)	If Borrower does not deliver a Clean Site Assessment as described in Section 7.05(b)(i), then Lender
will release Borrower from all of Borrower’s obligations under the Loan Documents except for liability under Section 6.12
or Section 10.02(b).



 


		(c)	Continuing Liability of Guarantor. If Guarantor requests a release of its liability under
the Guaranty in connection with a Transfer which is permitted, preapproved, or approved by Lender pursuant to this Article VII,
and Borrower has provided a replacement Guarantor acceptable to Lender under the terms of Section 7.05(a)(ix)(B), then one
of the following will apply:



 


		(i)	If Borrower delivers to Lender a Clean Site Assessment, then Lender will release Guarantor from
all of Guarantor’s obligations except Guarantor’s obligation to guaranty Borrower’s liability under Section 6.12
or Section 10.02(b) with respect to any loss, liability, damage, claim, cost or expense which directly or indirectly arises from
or relates to any Prohibited Activities or Conditions existing prior to the date of the Transfer.



 




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		(ii)	If Borrower does not deliver a Clean Site Assessment as described in Section 7.05(b)(i), then Lender
will release Guarantor from all of Guarantor’s obligations except for Guarantor’s obligation to guaranty Borrower’s
liability under Section 6.12 or Section 10.02(b).



 


		7.06	SPE Equity Owner
Requirement Following Transfer. Following any Transfer pursuant to this Article VII, Borrower
must satisfy the applicable conditions regarding an SPE Equity Owner set forth in Section 6.13(a)(xxvi) of this Loan Agreement.



 


7.07Additional
Transfer Requirements - External Cap Agreement.


 


		(a)	Continuation of Rate Cap Agreement. If a Transfer
of all or part of the Mortgaged Property permitted by this Loan Agreement occurs, Borrower will ensure that any third-party interest
rate cap is transferred to the applicable transferee or, if the interest rate cap is not transferable, Borrower will replace the
third-party interest rate cap in accordance with Lender’s then-current requirements.



 


		(b)	Establishment or Modification of Rate Cap Agreement
Reserve Fund.



 


		(i)	If the interest rate cap which will be in place immediately following the Transfer is scheduled
to expire prior to the Maturity Date, Lender may require Borrower to establish a Rate Cap Agreement Reserve Fund.



 


		(ii)	If Borrower has previously established a Rate Cap Agreement Reserve Fund, then Lender will determine
whether the balance of any existing Rate Cap Agreement Reserve Fund is sufficient under then-current market conditions to purchase
a replacement cap, and may then take any of the following actions:



 


		(A)	Lender may require Borrower to make an additional deposit into the Rate Cap Agreement Reserve Fund.



 


		(B)	If funding of the Rate Cap Agreement Reserve Fund has been deferred, Lender may require Borrower
to begin making monthly deposits into the Rate Cap Agreement Reserve Fund.



 


		(C)	Lender may require Borrower to increase the amount of monthly deposits to the Rate Cap Agreement
Reserve Fund.





 


		7.08	Reserved.



 


		7.09	Reserved.



 




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		article viii	SUBROGATION.



 


If, and to the extent that, the proceeds
of the Loan, or subsequent advances under Section 9.02, are used to pay, satisfy or discharge a Prior Lien, such Loan proceeds
or advances will be deemed to have been advanced by Lender at Borrower’s request, and Lender will automatically, and without
further action on its part, be subrogated to the rights, including Lien priority, of the owner or holder of the obligation secured
by the Prior Lien, whether or not the Prior Lien is released.


 


		article ix	EVENTS OF DEFAULT AND REMEDIES.



 


		9.01	Events of Default. The occurrence of any one or more of the following will constitute an
Event of Default under this Loan Agreement:



 


		(a)	Borrower fails to pay or deposit when due any amount required by the Note, this Loan Agreement
or any other Loan Document.



 


		(b)	Borrower fails to maintain the Insurance coverage required by Section 6.10.



 


		(c)	Borrower or any SPE Equity Owner fails to comply with the provisions of Section 6.13 or if any
of the assumptions contained in any nonconsolidation opinions delivered to Lender at any time is or becomes untrue in any material
respect.



 


		(d)	Borrower or any SPE Equity Owner, any of its officers, directors, trustees, general partners or
managers or any Guarantor commits fraud or a material misrepresentation or material omission in connection with: (i) the application
for or creation of the Indebtedness, (ii) any financial statement, Rent Schedule, or other report or information provided to Lender
during the term of the Indebtedness, or (iii) any request for Lender’s consent to any proposed action, including a request
for disbursement of funds under this Loan Agreement.



 


		(e)	Borrower fails to comply with the Condemnation provisions of Section 6.11.



 


		(f)	A Transfer occurs that violates the provisions of Article VII, whether or not any actual impairment
of Lender’s security results from such Transfer.



 


		(g)	A forfeiture action or proceeding, whether civil or criminal, is commenced which could result in
a forfeiture of the Mortgaged Property or otherwise materially impair the Lien created by the Security Instrument or Lender’s
interest in the Mortgaged Property.



 




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		(h)	Borrower fails to perform any of its obligations under this Loan Agreement (other than those specified
in Sections 9.01(a) through (g)), as and when required, which failure continues for a period of 30 days after Notice of such failure
by Lender to Borrower. However, if Borrower’s failure to perform its obligations as described in this Section 9.01(h) is
of the nature that it cannot be cured within the 30 day cure period after such Notice from Lender but reasonably could be cured
within 90 days, then Borrower will have additional time as determined by Lender in Lender’s Discretion, not to exceed an
additional 60 days, in which to cure such default, provided that Borrower has diligently commenced to cure such default during
the initial 30 day cure period and diligently pursues the cure of such default. However, no such Notice or cure periods will apply
in the case of any such failure which could, in Lender’s judgment, absent immediate exercise by Lender of a right or remedy
under this Loan Agreement, result in harm to Lender, danger to tenants or third parties, or impairment of the Note, the Security
Instrument or this Loan Agreement or any other security given under any other Loan Document.



 


		(i)	Borrower fails to perform any of its obligations as and when required under any Loan Document other
than this Loan Agreement which failure continues beyond the applicable cure period, if any, specified in that Loan Document.



 


		(j)	The holder of any other debt instrument secured by a mortgage, deed of trust or deed to secure
debt on the Mortgaged Property exercises any right to declare all amounts due under that debt instrument immediately due and payable.



 


		(k)	Any of the following occurs:



 


		(i)	Borrower or any SPE Equity Owner commences any case, Proceeding or other action under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or
relief of debtors (A) seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debt, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets.



 


		(ii)	Any party other than Lender commences any case, Proceeding, or other action of a nature referred
to in Section 9.01(k)(i) against Borrower or any SPE Equity Owner which (A) results in the entry of an order for relief or any
such adjudication or appointment, or (B) has not been dismissed, discharged or bonded for a period of 90 days.



 


		(iii)	Any case, Proceeding or other action is commenced against Borrower or any SPE Equity Owner seeking
issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets
which results in the entry of any order by a court of competent jurisdiction for any such relief which is not vacated, discharged,
or stayed or bonded pending appeal within 90 days from the entry thereof.



 




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		(iv)	Borrower or any SPE Equity Owner takes any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in Section 9.01(k)(i), (ii) or (iii).



 


		(l)	Borrower or any SPE Equity Owner has made any representation or warranty in Article V or any other
Section of this Loan Agreement that is false or misleading in any material respect.



 


		(m)	If the Loan is secured by an interest under a Ground Lease, Borrower fails to comply with the provisions
of Section 6.19.



 


		(n)	If the Loan is a Supplemental Loan, any Event of Default occurs under (i) the Senior Note, the
Senior Instrument or any other Senior Loan Document, or (ii) any loan document related to another loan in connection with the Mortgaged
Property, regardless of whether Borrower has obtained Supplemental Lender’s approval of the placement of such Lien on the
Mortgaged Property. In addition, if the Loan is a Supplemental Loan, as Borrower under both the Supplemental Instrument and the
Senior Instrument, Borrower acknowledges and agrees that if there is an Event of Default under the Supplemental Note, the Supplemental
Instrument or any other Supplemental Loan Document, such Event of Default will be an Event of Default under the terms of the Senior
Instrument and will entitle Senior Lender to invoke any and all remedies permitted to Senior Lender by applicable law, the Senior
Note, the Senior Instrument or any of the other Senior Loan Documents.



 


		(o)	If the Mortgaged Property is subject to any covenants, conditions and/or restrictions, land use
restriction agreements or similar agreements, Borrower fails to perform any of its obligations under any such agreement as and
when required, and such failure continues beyond any applicable cure period.



 


		(p)	A Guarantor files for bankruptcy protection under the Bankruptcy Code or a Guarantor voluntarily
becomes subject to any reorganization, receivership, insolvency proceeding or other similar proceeding pursuant to any other federal
or state law affecting debtor and creditor rights, or any creditor (other than Lender) of a Guarantor commences any involuntary
case against a Guarantor pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor rights, unless
each of the following conditions is satisfied:



 


		(i)	Borrower or Guarantor provides Notice of such action to Lender within 30 days after the filing
of such action.



 




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		(ii)	Either (A) the case is dismissed or discharged within 90 days after filing, or (B) within 90 days
following the date of such filing or commencement, the affected Guarantor is replaced with one or more other Persons acceptable
to Lender, in Lender’s Discretion, each of whom executes and delivers to Lender a replacement Guaranty in form and content
acceptable to Lender, together with such legal opinions as Lender deems necessary; provided, however, that if Lender determines,
in Lender’s Discretion, that any proposed replacement Guarantor is not acceptable, then the action will constitute a prohibited
Transfer governed by Section 7.02.



 


		(iii)	If Lender approves a replacement Guarantor, Borrower pays the Transfer Review Fee to Lender.



 


		(q)	With respect to a Guarantor, either of the following occurs:



 


		(i)	The death of any Guarantor who is a natural person, unless within 30 days following the Guarantor’s
death, Borrower causes one of the following to occur:



 


		(A)	One or more Persons acceptable to Lender, in Lender’s Discretion, execute(s) and deliver(s)
to Lender a guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing
Date, without any cost or expense to Lender.



 


		(B)	The estate of the deceased Guarantor immediately ratifies the Guaranty in writing, and within 6
months after the date of the death of the deceased Guarantor one or more Persons, acceptable to Lender in Lender’s Discretion,
execute(s) and deliver(s) to Lender a guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty
executed on the Closing Date, without any cost or expense to Lender.



 


		(ii)	The dissolution of any Guarantor who is an entity, unless within 30 days following the dissolution
of the Guarantor, Borrower causes one or more Persons acceptable to Lender, in Lender’s Discretion, to execute and deliver
to Lender a guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing
Date, without any cost or expense to Lender.



 


		(r)	If a Cap Agreement is required, Borrower fails to provide Lender with a Replacement Cap Agreement
prior to the expiration of the then-existing Cap Agreement.



 


		(s)	Borrower or any Facility Operator fails, within the time deadlines set by any Governmental Authority,
to correct any deficiency, which failure could result in an action by such Governmental Authority with respect to the Facility
that could have a Material Adverse Effect.



 




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		(t)	A default under any of the Material Contracts by Borrower or by any Facility Operator, which continues
beyond the expiration of any applicable cure period.



 


		(u)	The Facility is no longer classified as housing for older persons pursuant to the Fair Housing
Amendments Act of 1988.



 


		(v)	Borrower, a Facility Operator, or the Facility is assessed fines or penalties in excess of $50,000.00
in the aggregate in any year by any state or any Medicare, Medicaid, TRICARE, health, reimbursement, or licensing agency having
jurisdiction over Borrower, a Facility Operator, or the Facility.



 


		(w)	through (oo) are reserved.



 


		9.02	Protection of Lender’s Security; Security Instrument
Secures Future Advances.



 


		(a)	If Borrower fails to perform any of its obligations under this Loan Agreement or any other Loan
Document, or if any action or proceeding is commenced which purports to affect the Mortgaged Property, Lender’s security
or Lender’s rights under this Loan Agreement, including eminent domain, insolvency, code enforcement, civil or criminal forfeiture,
enforcement of Hazardous Materials Laws, fraudulent conveyance or reorganizations or proceedings involving a bankrupt or decedent,
then Lender, in Lender’s Discretion, may make such appearances, file such documents, disburse such sums and take such actions
as Lender reasonably deems necessary to perform such obligations of Borrower and to protect Lender’s interest, including:
(i) payment of Attorneys’ Fees and Costs, (ii) payment of fees and out-of-pocket expenses of accountants, inspectors and
consultants, (iii) entry upon the Mortgaged Property to make Repairs or secure the Mortgaged Property, (iv) procurement of the
Insurance required by Section 6.10, (v) payment of amounts which Borrower has failed to pay under Section 6.08, (vi) performance
of Borrower’s obligations under Section 6.09, and (vii) advances made by Lender to pay, satisfy or discharge any obligation
of Borrower for the payment of money that is secured by a Prior Lien.



 


		(b)	Any amounts disbursed by Lender under this Section 9.02, or under any other provision of this Loan
Agreement that treats such disbursement as being made under this Section 9.02, will be secured by the Security Instrument, will
be added to, and become part of, the principal component of the Indebtedness, will be immediately due and payable and will bear
interest from the date of disbursement until paid at the Default Rate.



 


		(c)	Nothing in this Section 9.02 will require Lender to incur any expense or take any action.



 




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		9.03	Remedies.



 


		(a)	Upon an Event of Default, Lender may exercise any or all of its rights and remedies provided under
the Loan Documents and Borrower will pay all costs associated therewith, including Attorneys’ Fees and Costs.



 


		(b)	Each right and remedy provided in this Loan Agreement is distinct from all other rights or remedies
under this Loan Agreement or any other Loan Document or afforded by applicable law or equity, and each will be cumulative and may
be exercised concurrently, independently or successively, in any order. Lender’s exercise of any particular right or remedy
will not in any way prevent Lender from exercising any other right or remedy available to Lender. Lender may exercise any such
remedies from time to time and as often as Lender chooses.



 


		(c)	Lender will have all remedies available to Lender under Revised Article 9 of the Uniform Commercial
Code of the Property Jurisdiction, the Loan Documents and under applicable law.



 


		(d)	Lender may also retain (i) all money in the Reserve Funds, including interest, and (ii) any Cap
Payment, and in Lender’s sole and absolute discretion, may apply such amounts, without restriction and without any specific
order of priority, to the payment of any and all Indebtedness.



 


		(e)	If a claim or adjudication is made that Lender has acted unreasonably or unreasonably delayed acting
in any case where, by law or under this Loan Agreement or the other Loan Documents, Lender has an obligation to act reasonably
or promptly, then Lender will not be liable for any monetary damages, and Borrower’s sole remedy will be limited to commencing
an action seeking injunctive relief or declaratory judgment. Any action or proceeding to determine whether Lender has acted reasonably
will be determined by an action seeking declaratory judgment.



 


		9.04	Forbearance.



 


		(a)	Lender may (but will not be obligated to) agree with Borrower, from time to time, and without giving
Notice to, or obtaining the consent of, or having any effect upon the obligations of, any Guarantor or other third party obligor,
to take any of the following actions:



 


		(i)	Extend the time for payment of all or any part of the Indebtedness.



 


		(ii)	Reduce the payments due under this Loan Agreement, the Note or any other Loan Document.



 


		(iii)	Release anyone liable for the payment of any amounts under this Loan Agreement, the Note or any
other Loan Document.



 




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		(iv)	Accept a renewal of the Note.



 


		(v)	Modify the terms and time of payment of the Indebtedness.



 


		(vi)	Join in any extension or subordination agreement.



 


		(vii)	Release any portion of the Mortgaged Property.



 


		(viii)	Take or release other or additional security.



 


		(ix)	Modify the rate of interest or period of amortization of the Note or change the amount of the monthly
installments payable under the Note.



 


		(x)	Otherwise modify this Loan Agreement, the Note or any other Loan Document.



 


		(b)	Any forbearance by Lender in exercising any right or remedy under the Note, this Loan Agreement
or any other Loan Document or otherwise afforded by applicable law, will not be a waiver of or preclude the exercise of any other
right or remedy, or the subsequent exercise of any right or remedy. The acceptance by Lender of payment of all or any part of the
Indebtedness after the due date of such payment, or in an amount which is less than the required payment, will not be a waiver
of Lender’s right to require prompt payment when due of all other payments on account of the Indebtedness or to exercise
any remedies for any failure to make prompt payment. Enforcement by Lender of any security for the Indebtedness will not constitute
an election by Lender of remedies so as to preclude the exercise of any other right available to Lender. Lender’s receipt
of any awards or proceeds under Sections 6.10 and 6.11 will not operate to cure or waive any Event of Default.



 


		9.05	Waiver of Marshalling. Notwithstanding the existence of any other security interests in
the Mortgaged Property held by Lender or by any other party, Lender will have the right to determine the order in which any or
all of the Mortgaged Property will be subjected to the remedies provided in this Loan Agreement or any other Loan Document or applicable
law. Lender will have the right to determine the order in which any or all portions of the Indebtedness are satisfied from the
proceeds realized upon the exercise of such remedies. Borrower and any party who now or in the future acquires a security interest
in the Mortgaged Property and who has actual or constructive notice of the Security Instrument waives any and all right to require
the marshalling of assets or to require that any of the Mortgaged Property be sold in the inverse order of alienation or that any
of the Mortgaged Property be sold in parcels or as an entirety in connection with the exercise of any of the remedies permitted
by applicable law or provided in this Loan Agreement.



 




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		article x	RELEASE; INDEMNITY.



 


		10.01	Release. Borrower covenants and agrees that, in performing any of its duties under this
Loan Agreement, none of Lender, Loan Servicer or any of their respective agents or employees will be liable for any losses, claims,
damages, liabilities and expenses that may be incurred by any of them as a result of such performance, except that no party will
be released from liability for any losses, claims, damages, liabilities or expenses arising out of the willful misconduct or gross
negligence of such party.



 


		10.02	Indemnity.



 


		(a)	General Indemnity. Borrower agrees to indemnify, hold harmless and defend Lender, including
any custodian, trustee and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third
parties, any prior owner or holder of the Note, the Loan Servicer, any prior Loan Servicer, the officers, directors, shareholders,
partners, employees and trustees of each of the foregoing, and the heirs, legal representatives, successors and assigns of each
of the foregoing (collectively, “Indemnitees”) against any and all losses, claims, damages, liabilities and
expenses including Attorneys’ Fees and Costs, which may be imposed or incurred by any of them directly or indirectly arising
out of, or in any way relating to, or as a result of: (i) any failure of the Mortgaged Property to comply with the laws, regulations,
ordinance, code or decree of any Governmental Authority, including those pertaining to the Americans with Disabilities Act, zoning,
occupancy and subdivision of real property, (ii) any obligation of Borrower under any Lease, and (iii) any accident, injury or
death to any natural person on the Mortgaged Property or any damage to personal property located on the Mortgaged Property, except
that no such party will be indemnified from liability for any losses, claims, damages, liabilities or expenses arising out of the
willful misconduct or gross negligence of such party.



 


		(b)	Environmental Indemnity. Borrower agrees to indemnify, hold harmless and defend Indemnitees
from and against all proceedings, claims, damages, penalties and costs (whether initiated or sought by Governmental Authorities
or private parties), including Attorneys’ Fees and Costs and remediation costs, whether incurred in connection with any judicial
or administrative process or otherwise, arising directly or indirectly from any of the following:



 


		(i)	Any breach of any representation or warranty of Borrower in Section 5.05.



 


		(ii)	Any failure by Borrower to perform any of its obligations under Section 6.12.



 


		(iii)	The existence or alleged existence of any Prohibited Activity or Condition.



 




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		(iv)	The presence or alleged presence of Hazardous Materials on or under the Mortgaged Property or in
any of the Improvements.



 


		(v)	The actual or alleged violation of any Hazardous Materials Law.



 


		(c)	Indemnification Regarding ERISA Covenants. BORROWER WILL INDEMNIFY LENDER AND DEFEND
AND HOLD LENDER HARMLESS FROM AND AGAINST ALL CIVIL PENALTIES, EXCISE TAXES, OR OTHER LOSS, COST, DAMAGE AND EXPENSE (INCLUDING
REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN THE INVESTIGATION, DEFENSE AND SETTLEMENT OF CLAIMS AND LOSSES INCURRED
IN CORRECTING ANY PROHIBITED TRANSACTION OR IN THE SALE OF A PROHIBITED LOAN, AND IN OBTAINING ANY INDIVIDUAL PROHIBITED TRANSACTION
EXEMPTION UNDER ERISA THAT MAY BE REQUIRED, IN LENDER’S SOLE AND ABSOLUTE DISCRETION) THAT LENDER MAY INCUR, DIRECTLY OR
INDIRECTLY, AS A RESULT OF DEFAULT UNDER SECTION 6.20. THIS INDEMNITY WILL SURVIVE ANY TERMINATION, SATISFACTION OR FORECLOSURE
OF THE SECURITY INSTRUMENT.



 


		(d)	Securitization Indemnification.



 


		(i)	Borrower agrees to indemnify, hold harmless and defend the Indemnified Parties from and against
any and all proceedings, losses, claims, damages, liabilities, penalties, costs and expenses (whether initiated or sought by Governmental
Authorities or private parties), including Attorneys’ Fees and Costs, which may be incurred by any Indemnified Party (either
directly or indirectly), which arise out of, are in any way related to, or are as a result of a claim that the Borrower Information
contains an untrue statement of any material fact or the Borrower Information omits to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they are made, not misleading (collectively, the “Securitization
Indemnification”).



 


		(ii)	Borrower will not be liable under the Securitization Indemnification if the claim is based on Borrower
Information which Lender has materially misstated or materially misrepresented in the Disclosure Document.



 


		(iii)	For purposes of this Section 10.02(d):



 


		(A)	“Borrower Information” includes any information provided at any time to Lender
or Loan Servicer by Borrower, any SPE Equity Owner, any Facility Operator, any Guarantor, any Property Manager or any Affiliates
of the foregoing with respect to any of the following:



 




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		(1)	Any Person listed in Section 10.02(d)(iii)(A).



 


		(2)	The Loan.



 


		(3)	The Mortgaged Property.



 


Borrower Information includes:
(i) representations and warranties made in the Loan Documents, (ii) financial statements of Borrower, any SPE Equity Owner, any
Designated Entity for Transfers or any Guarantor, and (iii) operating statements and rent rolls with respect to the Mortgaged Property.
Borrower Information does not include any information provided directly to Lender or Loan Servicer by a third party such as an
appraiser or an environmental consultant.


 


		(B)	The term “Lender” includes its officers and directors.



 


		(C)	An “Issuer Person” includes all of the following:



 


		(1)	Any Affiliate of Lender that has filed the registration statement, if any, relating to the Securitization.



 


		(2)	Any Affiliate of Lender which is acting as issuer, depositor, sponsor and/or in a similar capacity
with respect to the Securitization.



 


		(D)	The “Issuer Group” includes all of the following:



 


		(1)	Each director and officer of any Issuer Person.



 


		(2)	Each entity that Controls any Issuer Person within the meaning of Section 15 of the Securities
Act or Section 20 of the Securities Exchange Act.



 


		(E)	The “Underwriter Group” includes all of the following:



 


		(1)	Each entity which is acting as an underwriter, manager, placement agent, initial purchaser or in
a similar capacity with respect to the Securitization.



 


		(2)	Each of its directors and officers.



 


		(3)	Each entity that Controls any such entity within the meaning of Section 15 of the Securities Act
or Section 20 of the Securities Exchange Act and is acting as an underwriter, manager, placement agent, initial purchaser or in
a similar capacity with respect to the Securitization.



 




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		(4)	The directors and officers of such entity described in Section 10.02(d)(iii)(E)(1).



 


		(F)	“Indemnified Party” or “Indemnified Parties” means one or
more of Lender, Issuer Person, Issuer Group, and Underwriter Group.



 


		(e)	Selection and Direction of Counsel. Counsel selected by Borrower to defend Indemnitees will
be subject to the approval of those Indemnitees. In any circumstances in which the indemnity under this Article X applies, Lender
may employ its own legal counsel and consultants to prosecute, defend or negotiate any claim or legal or administrative proceeding
and Lender, with the prior written consent of Borrower (which will not be unreasonably withheld, delayed or conditioned) may settle
or compromise any action or legal or administrative proceeding. However, unless an Event of Default has occurred and is continuing,
or the interests of Borrower and Lender are in conflict, as determined by Lender in Lender’s Discretion, Lender will permit
Borrower to undertake the actions referenced in this Article X so long as Lender approves such action, which approval will not
be unreasonably withheld or delayed. Borrower will reimburse Lender upon demand for all costs and expenses incurred by Lender,
including all costs of settlements entered into in good faith, consultants’ fees and Attorneys’ Fees and Costs.



 


		(f)	Settlement or Compromise of Claims. Borrower will not, without the prior written consent
of those Indemnitees who are named as parties to a claim or legal or administrative proceeding (“Claim”), settle
or compromise the Claim if the settlement (i) results in the entry of any judgment that does not include as an unconditional term
the delivery by the claimant or plaintiff to Lender of a written release of those Indemnitees, satisfactory in form and substance
to Lender, or (ii) may materially and adversely affect Lender, as determined by Lender in Lender’s Discretion.



 


		(g)	Effect of Changes to Loan on Indemnification Obligations. Borrower’s obligation to
indemnify the Indemnitees will not be limited or impaired by any of the following, or by any failure of Borrower or any Guarantor
to receive notice of or consideration for any of the following:



 


		(i)	Any amendment or modification of any Loan Document.



 


		(ii)	Any extensions of time for performance required by any Loan Document.



 


		(iii)	Any provision in any of the Loan Documents limiting Lender’s recourse to property securing
the Indebtedness, or limiting the personal liability of Borrower or any other party for payment of all or any part of the Indebtedness.



 




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		(iv)	The accuracy or inaccuracy of any representations and warranties made by Borrower under this Loan
Agreement or any other Loan Document.



 


		(v)	The release of Borrower or any other Person, by Lender or by operation of law, from performance
of any obligation under any Loan Document.



 


		(vi)	The release or substitution in whole or in part of any security for the Indebtedness.



 


		(vii)	Lender’s failure to properly perfect any Lien or security interest given as security for
the Indebtedness.



 


		(h)	Payments by Borrower. Borrower will, at its own cost and expense, do all of the following:



 


		(i)	Pay or satisfy any judgment or decree that may be entered against any Indemnitee or Indemnitees
in any legal or administrative proceeding incident to any matters against which Indemnitees are entitled to be indemnified under
this Article X.



 


		(ii)	Reimburse Indemnitees for any expenses paid or incurred in connection with any matters against
which Indemnitees are entitled to be indemnified under this Article X.



 


		(iii)	Reimburse Indemnitees for any and all expenses, including Attorneys’ Fees and Costs, paid
or incurred in connection with the enforcement by Indemnitees of their rights under this Article X, or in monitoring and participating
in any legal or administrative proceeding.



 


		(i)	Other Obligations. The provisions of this Article X will be in addition to any and all other
obligations and liabilities that Borrower may have under applicable law or under other Loan Documents, and each Indemnitee will
be entitled to indemnification under this Article X without regard to whether Lender or that Indemnitee has exercised any rights
against the Mortgaged Property or any other security, pursued any rights against any Guarantor, or pursued any other rights available
under the Loan Documents or applicable law. If Borrower consists of more than one Person, the obligation of those Persons to indemnify
the Indemnitees under this Article X will be joint and several. The obligation of Borrower to indemnify the Indemnitees under this
Article X will survive any repayment or discharge of the Indebtedness, any foreclosure proceeding, any foreclosure sale, any delivery
of any deed in lieu of foreclosure, and any release of record of the Lien of the Security Instrument. Notwithstanding the foregoing,
if Lender has never been a mortgagee-in-possession of, or held title to, the Mortgaged Property, Borrower will have no obligation
to indemnify the Indemnitees under this Article X after the date of the release of record of the Lien of the Security Instrument
by payment in full at the Maturity Date or by voluntary prepayment in full.



 




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		(j)	Reserved.



 


		10.03	Reserved.



 


		article xi	MISCELLANEOUS PROVISIONS.



 


		11.01	Waiver of Statute of Limitations, Offsets and Counterclaims. Borrower waives the right to
assert any statute of limitations as a bar to the enforcement of this Loan Agreement or the Lien of the Security Instrument or
to any action brought to enforce any Loan Document. Borrower waives the right to assert a counterclaim, other than a compulsory
counterclaim, in any action or proceeding brought against it by Lender or otherwise to offset any obligations to make the payments
required by the Loan Documents. No failure by Lender to perform any of its obligations under the Loan Documents will be a valid
defense to, or result in any offset against, any payments that Borrower is obligated to make under any of the Loan Documents.



 


		11.02	Governing Law; Consent to Jurisdiction and Venue.



 


		(a)	This Loan Agreement, and any Loan Document which does not itself expressly identify the law which
is to apply to it, will be governed by the laws of the Property Jurisdiction.



 


		(b)	Borrower agrees that any controversy arising under or in relation to the Note, the Security Instrument,
this Loan Agreement or any other Loan Document may be litigated in the Property Jurisdiction. The state and federal courts and
authorities with jurisdiction in the Property Jurisdiction will have jurisdiction over all controversies that may arise under or
in relation to the Note, any security for the Indebtedness or any other Loan Document. Borrower irrevocably consents to service,
jurisdiction and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue
of domicile, habitual residence or otherwise. However, nothing in this Section 11.02 is intended to limit Lender’s right
to bring any suit, action or proceeding relating to matters under this Loan Agreement in any court of any other jurisdiction.



 


		11.03	Notice.



 


		(a)	All Notices under or concerning this Loan Agreement will be in writing. Each Notice will be deemed
given on the earliest to occur of: (i) the date when the Notice is received by the addressee, (ii) the first Business Day after
the Notice is delivered to a recognized overnight courier service, with arrangements made for payment of charges for next Business
Day delivery, or (iii) the third Business Day after the Notice is deposited in the United States mail with postage prepaid, certified
mail, return receipt requested. Addresses for Notice are as follows:



 




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	If to Lender:	CBRE Capital Markets, Inc.
	 	c/o GEMSA Loan Services, L.P.
	 	929 Gessner, #1700
	 	Houston, TX  77024
	 	Attention:  Chief Legal Officer
	 	 
	With Copy To:	CBRE Capital Markets, Inc.
	 	2800 Post Oak Boulevard, #2100
	 	Houston, TX  77056
	 	Attention:  Chief Legal Officer
	 	 
	If to Borrower:	c/o Sentio Healthcare Properties, Inc.
	 	189 S. Orange Ave., Suite 1700
	 	Orlando, FL  32801
	 	Attention:  John Mark Ramsey


 


		(b)	Any party to this Loan Agreement may change the address to which Notices intended for it are to
be directed by means of Notice given to the other party in accordance with this Section 11.03. Each party agrees that it will not
refuse or reject delivery of any Notice given in accordance with this Section 11.03, that it will acknowledge, in writing, the
receipt of any Notice upon request by the other party and that any Notice rejected or refused by it will be deemed for purposes
of this Section 11.03 to have been received by the rejecting party on the date so refused or rejected, as conclusively established
by the records of the U.S. Postal Service or the courier service.



 


		(c)	Any Notice under the Note and any other Loan Document that does not specify how Notices are to
be given will be given in accordance with this Section 11.03.



 


		(d)	Reserved.



 


		11.04	Successors and Assigns Bound. This Loan Agreement will bind the respective successors and
assigns of Borrower and Lender, and the rights granted by this Loan Agreement will inure to Lender’s successors and assigns.



 


		11.05	Joint and Several (and Solidary) Liability. If more than one Person signs this Loan Agreement
as Borrower, the obligations of such Persons will be joint and several. For a Mortgaged Property located Louisiana, if more than
one Person signs this Loan Agreement as Borrower, the obligations of such Persons with be joint and several and solidary, and wherever
the phrase “joint and several” appears in this Agreement, the phrase is amended to read “joint, several, and
solidary.”



 




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		11.06	Relationship of Parties; No Third Party Beneficiary.



 


		(a)	The relationship between Lender and Borrower will be solely that of creditor and debtor, respectively,
and nothing contained in this Loan Agreement will create any other relationship between Lender and Borrower. Nothing contained
in this Loan Agreement will constitute Lender as a joint venturer, partner or agent of Borrower, or render Lender liable for any
debts, obligations, acts, omissions, representations or contracts of Borrower.



 


		(b)	No creditor of any party to this Loan Agreement and no other Person will be a third party beneficiary
of this Loan Agreement or any other Loan Document. Without limiting the generality of the preceding sentence: (i) any arrangement
(“Servicing Arrangement”) between Lender and any Loan Servicer for loss sharing or interim advancement of funds
will constitute a contractual obligation of such Loan Servicer that is independent of the obligation of Borrower for the payment
of the Indebtedness, (ii) Borrower will not be a third party beneficiary of any Servicing Arrangement, and (iii) no payment by
the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.



 


		11.07	Severability; Amendments.



 


		(a)	The invalidity or unenforceability of any provision of this Loan Agreement will not affect the
validity or enforceability of any other provision, and all other provisions will remain in full force and effect. This Loan Agreement
contains the entire agreement among the parties as to the rights granted and the obligations assumed in this Loan Agreement.



 


		(b)	This Loan Agreement may not be amended or modified except by a writing signed by the party against
whom enforcement is sought.



 


		11.08	Disclosure of Information. Borrower acknowledges that Lender may provide to third parties
with an existing or prospective interest in the servicing, enforcement, evaluation, performance, ownership, purchase, participation
or Securitization (if applicable) of the Loan, including any of the Rating Agencies, any entity maintaining databases on the underwriting
and performance of commercial mortgage loans, as well as governmental regulatory agencies having regulatory authority over Lender,
any and all information which Lender now has or may hereafter acquire relating to the Loan, the Mortgaged Property, Borrower, any
SPE Equity Owner or any Guarantor, as Lender determines necessary or desirable and that such information may be included in disclosure
documents in connection with a Securitization (if applicable) or syndication of participation interests, including a prospectus,
prospectus supplement, offering memorandum, private placement memorandum or similar document (each, a “Disclosure Document”)
and also may be included in any filing with the Securities and Exchange Commission pursuant to the Securities Act or the Securities
Exchange Act. To the fullest extent permitted under applicable law, Borrower irrevocably waives all rights, if any, to prohibit
such disclosure, including any right of privacy.



 




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		11.09	Determinations by Lender. Unless otherwise provided in this Loan Agreement, in any instance
where the consent or approval of Lender may be given or is required, or where any determination, judgment or decision is to be
rendered by Lender under this Loan Agreement, the granting, withholding or denial of such consent or approval and the rendering
of such determination, judgment or decision will be made or exercised by Lender (or its designated representative) at its sole
and exclusive option and in its sole and absolute discretion.



 


		11.10	Sale of Note; Change in Servicer; Loan Servicing. The Note or a partial interest in the
Note (together with this Loan Agreement and the other Loan Documents) may be sold one or more times without prior Notice to Borrower.
A sale may result in a change of the Loan Servicer. There also may be one or more changes of the Loan Servicer unrelated to a sale
of the Note. If there is a change of the Loan Servicer, Borrower will be given Notice of the change. All actions regarding the
servicing of the Loan evidenced by the Note, including the collection of payments, the giving and receipt of Notice, inspections
of the Mortgaged Property, inspections of books and records, and the granting of consents and approvals, may be taken by the Loan
Servicer unless Borrower receives Notice to the contrary. If Borrower receives conflicting Notices regarding the identity of the
Loan Servicer or any other subject, any such Notice from Lender will govern.



 


		11.11	Supplemental Financing.



 


		(a)	This Section will apply only if at the time of any application referred to in Section 11.11(b),
Freddie Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental
mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes
of this Section 11.11 only, the term “Freddie Mac” will include any affiliate or subsidiary of Freddie Mac.



 


		(b)	After the first anniversary of the date of the Senior Indebtedness, Freddie Mac will consider an
application from an originating lender that is generally approved by Freddie Mac to sell mortgages to Freddie Mac under the Supplemental
Mortgage Product (“Approved Seller/Servicer”) for the purchase by Freddie Mac of a proposed indebtedness of
Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Freddie
Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied:



 


		(i)	At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing
and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both,
would become an Event of Default.



 




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		(ii)	Borrower and the Mortgaged Property must be acceptable to Freddie Mac under its Supplemental Mortgage
Product.



 


		(iii)	New loan documents must be entered into to reflect each Supplemental Loan, such documents to be
acceptable to Freddie Mac in its discretion.



 


		(iv)	No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property
after the making of that Supplemental Loan to be less than the Required DSCR. As used in this Section, the term “combined
debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of:



 


		(A)	the annual net operating income from the operations of the Mortgaged Property at the time of the
proposed Supplemental Loan,



 


to


 


		(B)	the aggregate of the annual principal and interest payable on all of the following:



 


		(I)	the Indebtedness under this Loan Agreement (using a 30 year amortization schedule),



 


		(II)	any “Indebtedness” as defined in any security instruments recorded against the Mortgaged
Property (using a 30 year amortization schedule for any Supplemental Loans), and



 


		(III)	the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization
schedule).



 


As used in
this Section, “annual principal and interest” with respect to an adjustable rate loan will be calculated by Freddie
Mac using an interest rate equal to one of the following:


 


		(X)	If the loan has an internal interest rate cap, the Capped Interest Rate.



 


		(Y)	If the loan has an external interest rate cap, the external interest rate cap.



 


		(Z)	If the loan has no interest rate cap, the greater of (I) 7%, or (II) the then-current LIBOR
Index Rate plus the Margin plus 300 basis points.



 




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The annual
net operating income of the Mortgaged Property will be as determined by Freddie Mac in its discretion considering factors such
as income in place at the time of the proposed Supplemental Loan and income during the preceding 12 months, and actual, historical
and anticipated operating expenses. Freddie Mac will determine the combined debt service coverage ratio of the Mortgaged Property
based on its underwriting. Borrower will provide Freddie Mac such financial statements and other information Freddie Mac may require
to make these determinations.


 


(v)No Supplemental
Loan may cause the combined loan to value ratio of the Mortgaged Property after the making of that Supplemental Loan to exceed
the Required LTV, as determined by Freddie Mac. As used in this Section, “combined loan to value ratio” means, with
respect to the Mortgaged Property, the ratio, expressed as a percentage, of:


 


		(A)	the aggregate outstanding principal balances of all of the following:



 


		(I)	the Indebtedness under this Loan Agreement,



 


		(II)	any “Indebtedness” as defined in any security instruments recorded against the Mortgaged
Property, and



 


		(III)	the proposed “Indebtedness” for any Supplemental Loan,



 


to


 


		(B)	the value of the Mortgaged Property.



 


Freddie Mac
will determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower will provide Freddie
Mac such financial statements and other information Freddie Mac may require to make these determinations. In addition, Freddie
Mac, at Borrower’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Freddie Mac in making
the determinations under this Section. If Freddie Mac requires an appraisal, then the value of the Mortgaged Property that will
be used to determine whether the Required LTV has been met will be the lesser of the appraised value set forth in such appraisal
or the value of the Mortgaged Property as determined by Freddie Mac.


 


		(vi)	Borrower’s organizational documents are amended to permit Borrower to incur additional debt
in the form of Supplemental Loans (Lender will consent to such amendment(s)).



 




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		(vii)	One or more Persons acceptable to Freddie Mac executes and delivers to the Approved Seller/Servicer
a Guaranty in a form acceptable to Freddie Mac with respect to the exceptions to non-recourse liability described in Freddie Mac’s
form promissory note, unless Freddie Mac has elected to waive its requirement for a Guaranty.



 


		(viii)	The loan term of each Supplemental Loan will be coterminous with the Senior Indebtedness or longer
than the Senior Indebtedness, in Freddie Mac’s discretion.



 


		(ix)	The Prepayment Premium Period of each Supplemental Loan will be coterminous with the Prepayment
Premium Period or the combined Lockout Period and Defeasance Period, as applicable, of the Senior Indebtedness.



 


		(x)	The interest rate of each Supplemental Loan will be determined by Freddie Mac in its discretion.



 


		(xi)	Lender enters into an intercreditor agreement (“Intercreditor Agreement”) acceptable
to Freddie Mac and to Lender for each Supplemental Loan.



 


		(xii)	Borrower’s payment of fees and other expenses charged by Lender, Freddie Mac, the Approved
Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and
originating each Supplemental Loan.



 


		(xiii)	Commencing on the date that a Supplemental Loan is originated and continuing for so long as any
Supplemental Loan is outstanding, Senior Lender may begin collection of Imposition Deposits for any of the following Impositions
marked ‘Deferred’ in Section 4.02(a):



 


		(A)	Hazard Insurance premiums or premiums for other Insurance required by Lender under Section 6.10.



		(B)	Taxes and payments in lieu of taxes



		(C)	Ground Rents



 


Such deposits
will be credited to the payment of any such required Imposition deposits under any Supplemental Loan.


 


		(xiv)	If any covenants, conditions and restrictions affecting the Mortgaged Property provide for a lien
for any assessments or other unpaid amounts, Borrower will provide satisfactory evidence that such lien will be subordinate to
the lien of the Supplemental Instrument.



 




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		(xv)	All other requirements of the Supplemental Mortgage Product must be met, unless Freddie Mac has
elected to waive one or more of its requirements.



 


		(xvi)	Reserved.



 


		(xvii)	Reserved.



 


		(c)	No later than 5 Business Days after Lender’s receipt of a written request from Borrower,
Lender will provide the following information to an Approved Seller/Servicer:



 


(i)The then-current
outstanding principal balance of the Senior Indebtedness.


 


		(ii)	Payment history of the Senior Indebtedness.



 


		(iii)	Whether any Reserve Funds are being collected on the Senior Indebtedness and the amount of each
such Reserve Fund deposit as of the date of the request.



 


		(iv)	Whether any Repairs, Capital Replacements or improvements or rental achievement or burn-off guaranty
requirements are existing or outstanding under the terms of the Senior Indebtedness.



 


		(v)	A copy of the most recent inspection report for the Mortgaged Property.



 


		(vi)	Whether any modifications or amendments have been made to the Loan Documents for the Senior Indebtedness
since origination of the Senior Indebtedness and, if applicable, a copy of such modifications and amendments.



 


		(vii)	Whether to Lender’s knowledge any Event of Default exists under the Senior Indebtedness.



 


Lender will only
be obligated to provide this information in connection with Borrower’s request for a Supplemental Loan from an Approved Seller/Servicer.
Notwithstanding anything in this Section to the contrary, if Freddie Mac is the owner of the Note, this Section 11.11(c) is not
applicable.


 


		(d)	Lender will have no obligation to consent to any mortgage or Lien on the Mortgaged Property that
secures any indebtedness other than the Indebtedness, except as set forth in this Loan Agreement.



 


		(e)	If a Supplemental Loan is made to Borrower, Borrower agrees that the terms of the Intercreditor
Agreement will govern with respect to any distributions of excess proceeds by Lender to the Supplemental Lender, and Borrower agrees
that Lender may distribute any excess proceeds received by Lender pursuant to the Loan Documents to Supplemental Lender pursuant
to the Intercreditor Agreement.



 




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		11.12	Defeasance. (Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date and
if the Note provides for Defeasance). This Section 11.12 will apply only if the Note is assigned to a REMIC trust prior to
the Cut-off Date, and if the Note provides for Defeasance. If both of these conditions are met, then, subject to Section 11.12(a)
and (c), Borrower will have the right to defease the Loan in whole (“Defeasance”) and obtain the release of
the Mortgaged Property from the Lien of the Security Instrument upon the satisfaction of each of the following conditions:



 


		(a)	Borrower will not have the right to obtain Defeasance at
any of the following times:



 


		(i)	If the Loan is not assigned to a REMIC trust.



 


		(ii)	During the Lockout Period.



 


		(iii)	After the expiration of the Defeasance Period.



 


		(iv)	After Lender has accelerated the maturity of the unpaid principal balance of, accrued interest
on, and other amounts payable under, the Note pursuant to Section 11 of the Note.



 


		(b)	Borrower will give Lender Notice (“Defeasance Notice”) specifying a Business
Day (“Defeasance Closing Date”) on which Borrower desires to close the Defeasance. The Defeasance Closing Date
specified by Borrower may not be more than 60 calendar days, nor less than 30 calendar days, after the date on which Lender receives
the Defeasance Notice. Lender will acknowledge receipt of the Defeasance Notice and will notify Borrower of the identity of the
accommodation borrower (“Successor Borrower”).



 


		(c)	The Defeasance Notice must be accompanied by a $10,000 non-refundable fee (“Defeasance
Fee”). If Lender does not receive the Defeasance Fee, then Borrower’s right to obtain Defeasance pursuant to that
Defeasance Notice will terminate.



 


		(d)           (i)	If Borrower timely pays the Defeasance Fee, but
Borrower fails to perform its other obligations under this Section, Lender will have the right to retain the Defeasance Fee as
liquidated damages for Borrower’s default and, except as provided in Section 11.12(d)(ii), Borrower will be released from
all further obligations under this Section 11.12. Borrower acknowledges that Lender will incur financing costs in arranging and
preparing for the release of the Mortgaged Property from the Lien of the Security Instrument in reliance on the executed Defeasance
Notice. Borrower agrees that the Defeasance Fee represents a fair and reasonable estimate, taking into account all circumstances
existing on the date of this Loan Agreement, of the damages Lender will incur by reason of Borrower’s default.



 




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		(ii)	If the Defeasance is not consummated on the Defeasance Closing Date for any reason, Borrower agrees
to reimburse Lender for all third party costs and expenses (other than financing costs covered by Section 11.12(d)(i)) incurred
by Lender in reliance on the executed Defeasance Notice, within 5 Business Days after Borrower receives a written demand for payment,
accompanied by a statement, in reasonable detail, of Lender’s third party costs and expenses.



 


		(iii)	All payments required to be made by Borrower to Lender pursuant to this Section 11.12 will be made
by wire transfer of immediately available funds to the account(s) designated by Lender in its acknowledgement of the Defeasance
Notice.



 


		(e)	No Event of Default has occurred and is continuing.



 


		(f)	Borrower will deliver each of the following documents to Lender, in form and substance satisfactory
to Lender, on or prior to the Defeasance Closing Date, unless Lender has issued a written waiver of its right to receive any such
document:



 


		(i)	One or more opinions of counsel for Borrower confirming each of the following:



 


		(A)	Lender has a valid and perfected first Lien and first priority security interest in the Defeasance
Collateral and the proceeds of the Defeasance Collateral.



 


		(B)	The Pledge Agreement is duly authorized, executed, delivered and enforceable against Borrower in
accordance with its terms.



 


		(C)	If, as of the Defeasance Closing Date, the Note is held by a REMIC trust, then each of the following
is correct:



 


		(1)	The Defeasance has been effected in accordance with the requirements of Treasury Regulation Section
1.860G-2(a)(8) (as such regulation may be modified, amended or replaced from time to time).



 


		(2)	The qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired
as a result of the Defeasance.



 




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		(3)	The REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Defeasance.



 


		(D)	The Defeasance will not result in a “sale or exchange” of the Note within the meaning
of Section 1001(c) of the Tax Code and the temporary and final regulations promulgated thereunder.



 


		(ii)	A written certificate from an independent certified public accounting firm (reasonably acceptable
to Lender), confirming that the Defeasance Collateral will generate cash sufficient to make all Scheduled Debt Payments as they
fall due under the Note, including full payment due on the Note on the Maturity Date.



 


		(iii)	Lender’s form of a pledge and security agreement (“Pledge Agreement”)
and financing statements which pledge and create a first priority security interest in the Defeasance Collateral in favor of Lender.



 


		(iv)	Lender’s form of a transfer and assumption agreement (“Transfer and Assumption Agreement”),
pursuant to which Borrower and any Guarantor (in each case, subject to satisfaction of all requirements under this Loan Agreement)
will be relieved from liability in connection with the Loan to the extent described in Sections 7.05(b)(i) and 7.05(c)(i),
respectively, and Successor Borrower will assume all remaining obligations.



 


		(v)	Forms of all documents necessary to release the Mortgaged Property from the Liens created by the
Security Instrument and related UCC financing statements (collectively, “Release Instruments”), each in appropriate
form required by the Property Jurisdiction.



 


		(vi)	Any other opinions, certificates, documents or instruments that Lender may reasonably request.



 


		(g)	Borrower will deliver to Lender, on or prior to the Defeasance Closing Date, each of the following:



 


		(i)	The Defeasance Collateral, which meets all of the following
requirements:



 


		(A)	It is owned by Borrower, free and clear of all Liens and claims of third-parties.



 


		(B)	It is in an amount sufficient to provide for (1) redemption payments to occur prior, but as close
as possible, to all successive Installment Due Dates occurring under the Note after the Defeasance Closing Date, and (2) delivery
of redemption proceeds at least equal to the amount of principal and interest due on the Note on each Installment Due Date including
full payment due on the Note on the Maturity Date (“Scheduled Debt Payments”).



 




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		(C)	All redemption payments received from the Defeasance Collateral will be paid directly to Lender
to be applied on account of the Scheduled Debt Payments occurring after the Defeasance Closing Date.



 


		(D)	The pledge of the Defeasance Collateral will be effected through the book-entry facilities of a
qualified securities intermediary designated by Lender in conformity with all applicable laws.



 


		(ii)	All accrued and unpaid interest and all other sums due under the Note, this Loan Agreement and
under the other Loan Documents, including all amounts due under Section 11.12(i), up to the Defeasance Closing Date.



 


		(h)	Reserved.



 


		(i)	Borrower will pay all reasonable costs and expenses incurred by Lender in connection with the Defeasance
in full on or prior to the Defeasance Closing Date, which payment is required prior to Lender’s issuance of the Release Instruments
and whether or not Defeasance is completed. Such expenses the following:



 


		(A)	All fees, costs and expenses incurred by Lender and its agents in connection with the Defeasance
(including Attorneys’ Fees and Costs for the review and preparation of the Pledge Agreement and of the other materials described
in this Loan Agreement and any related documentation, and any servicing fees, Rating Agencies’ fees or other costs related
to the Defeasance).



 


		(B)	A processing fee to cover Lender’s administrative costs to process Borrower’s Defeasance
request.



 


			Lender reserves the right to require that Borrower post a deposit to cover costs which Lender reasonably
anticipates that Lender will incur in connection with the Defeasance.



 


		(j)	No Transfer Fee will be payable to Lender upon a Defeasance made in accordance with this Section
11.12.



 


		(k)	Reserved.



 




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		11.13	Lender’s Rights to Sell or Securitize. Borrower acknowledges that Lender, and each
successor to Lender’s interest, may (without prior Notice to Borrower or Borrower’s prior consent), sell or grant participations
in the Loan (or any part of the Loan), sell or subcontract the servicing rights related to the Loan, securitize the Loan or place
the Loan in a trust. Borrower, at its expense, agrees to cooperate with all reasonable requests of Lender in connection with any
of the foregoing including taking the following actions:



 


		(a)	Executing any financing statements or other documents deemed necessary by Lender or its transferee
to create, perfect or preserve the rights and interest to be acquired by such transferee.



 


		(b)	Delivering revised organizational documents, counsel opinions, and executing amendments to the
Loan Documents satisfactory to the Rating Agencies.



 


		(c)	Providing updated financial information with appropriate verification through auditors letters.



 


		(d)	Providing updated information on all litigation proceedings affecting Borrower, any Borrower Principal,
any Facility Operator or Property Manager as required in Section 6.16.



 


		(e)	Reviewing information contained in any Disclosure Document, including with respect to the Loan,
Borrower, Guarantor, any Property Manager, and any Facility Operator, and providing a mortgagor estoppel and indemnification certificate
and such other information about Borrower, any SPE Equity Owner, any Guarantor, any Property Manager, any Facility Operator, or
the Mortgaged Property as Lender may require for Lender’s offering materials.



 


		11.14	Cooperation with Rating Agencies and Investors. Borrower covenants and agrees that if Lender
decides to include the Loan as an asset of a Secondary Market Transaction, Borrower will do all of the following:



 


		(a)	At Lender’s request, meet with representatives of the Rating Agencies and/or investors to
discuss the business and operations of the Mortgaged Property.



 


		(b)	Permit Lender or its representatives to provide related information to the Rating Agencies and/or
investors.



 


		(c)	Cooperate with the reasonable requests of the Rating Agencies and/or investors in connection with
all of the foregoing.



 


		11.15	Letter of Credit Requirements.



 


		(a)	Any Letter of Credit required under this Loan Agreement
must satisfy the following conditions:



 


		(i)	It must be a clean, irrevocable, unconditional standby letter of credit.



 




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		(ii)	It must name Lender as the sole beneficiary and permit Lender to assign the Letter of Credit without
further consent from Issuer.



 


		(iii)	It must have an initial term of not less than 12 months.



 


		(iv)	It must be in the form required by Lender.



 


		(v)	It must provide that it may be drawn on by Lender or Loan Servicer, in whole or in part, by presentation
to Issuer of a sight draft without any other restrictions on the right to draw.



 


		(vi)	It must be issued by an Issuer meeting Lender’s requirements, which Issuer (i) must be an
Eligible Institution, and (ii) may not, unless Lender agrees in writing, be an affiliate of Borrower or Lender.



 


		(vii)	It must be obtained on behalf of Borrower by a Person other than Borrower’s general partners
or managing members if Borrower is a general or limited partnership or limited liability company. Neither Borrower nor the general
partners or managing members, if applicable, may have any liability or other obligations under any reimbursement agreement with
respect to the Letter of Credit.



 


		(viii)	It may not be secured by a lien on all or any part of the Mortgaged Property or related Personalty.



 


		(ix)	When delivered to Lender, it must be accompanied by an opinion acceptable to Lender in Lender’s
Discretion issued by counsel to the issuer of the Letter of Credit that includes opinions as to issuer’s power and authority
to issue the Letter of Credit and the enforceability of the Letter of Credit against Issuer.



 


		(b)	If at any time the Issuer of a Letter of Credit held by Lender ceases to be an Eligible Institution,
Lender will have the right to immediately draw down the Letter of Credit in full and hold the Proceeds in an escrow account in
accordance with the terms of this Loan Agreement.



 


		(c)	Each Letter of Credit held by Lender pursuant to this Loan Agreement provides additional collateral
for the Indebtedness in addition to the lien of the Security Instrument.



 


		11.16	through 11.18 are Reserved. 



 


		11.19	State Specific Provisions. Reserved.



 


		11.20	Time is of the Essence. Time is of the essence with respect to each covenant of this Loan
Agreement.



 




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		ARTICLE XII	DEFINITIONS.



 


The following terms, when used in this
Loan Agreement (including when used in the recitals), will have the following meanings:


 


“Activities of Daily Living”
means personal care services that provide the frail elderly with assistance in eating, dressing, bathing, incontinence care and
assistance in moving from one place to another (such as from a bed to a wheelchair).


 


“Affiliate” of any Person
means:


 


		(i)	Any other individual or entity that is, directly or indirectly,
one of the following:



 


		(A)	In Control of the applicable Person.



 


		(B)	Under the Control of the applicable Person.



 


		(C)	Under common Control with the applicable Person.



 


		(ii)	Any individual that is a director or officer of the applicable Person.



 


		(iii)	Any individual that is a director or officer of any entity described in clause (i) of this definition.



 


“Approved Seller/Servicer”
is defined in Section 11.11(b).


 


“Assignment of Management Agreement”
means the Assignment of Management Agreement and Subordination of Management Fees dated the same date as this Loan Agreement among
Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management
Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees
executed in accordance with Section 6.09(d).


 


“Assisted Living Residences”
means residences that are designed to accommodate and provide 24-hour protective oversight and assistance for natural persons with
functional limitations, including meals in a central location and assistance with Activities of Daily Living and Alzheimer’s
care.


 


“Attorneys’ Fees and Costs”
means: (i) fees and out of pocket costs of Lender’s and Loan Servicer’s attorneys, as applicable, including costs of
Lender’s and Loan Servicer’s in-house counsel, support staff costs, costs of preparing for litigation, computerized
research, telephone and facsimile transmission expenses, mileage, deposition costs, postage, duplicating, process service, videotaping
and similar costs and expenses; (ii) costs and fees of expert witnesses, including appraisers; (iii) investigatory fees; and (iv)
costs for any opinion required by Lender pursuant to the terms of the Loan Documents.


 




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“Bankruptcy Code” means
the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq., as amended from time to time.


 


“Borrower” means all
Persons identified as “Borrower” in the first paragraph of this Loan Agreement, together with their successors and
assigns.


 


“Borrower Information”
is defined in Section 10.02(d).


 


“Borrower Principal”
means any of the following:


 


		(i)	Any general partner of Borrower (if Borrower is a partnership).



 


		(ii)	Any manager or managing member of Borrower (if Borrower is a limited liability company).



 


		(iii)	Any Person (limited partner, member or shareholder) with a collective direct or indirect equity
interest in Borrower equal to or greater than 25%.



 


		(iv)	Any Guarantor of all or any portion of the Loan or of any obligations of Borrower under the Loan
Documents.



 


“Borrower Proof of Loss Threshold”
means $151,000.


 


“Borrower Proof of Loss Maximum”
means $604,000.


 


“Business Day” means
any day other than a Saturday, a Sunday, or any other day on which Lender or the national banking associations are not open for
business.


 


“Cap Agreement” means
any interest rate cap agreement, interest rate swap agreement or other interest rate-hedging contract or agreement obtained by
Borrower from a Cap Provider as a requirement of any Loan Document or as a condition of Lender’s making the Loan.


 


“Cap Collateral” means
all of the following:


 


		(i)	The Cap Agreement.



 


		(ii)	The Cap Payments.



 


		(iii)	All rights of Borrower under any Cap Agreement and all rights of Borrower to all Cap Payments,
including contract rights and general intangibles, whether existing now or arising after the date of this Loan Agreement.



 


		(iv)	All rights, liens and security interests or guaranties granted by a Cap Provider or any other Person
to secure or guaranty payment of any Cap Payments whether existing now or granted after the date of this Loan Agreement.



 




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		(v)	All
                                         documents, writings, books, files, records and other documents arising from or relating
                                         to any of the foregoing, whether existing now or created after the date of this Loan
                                         Agreement.



 


		(vi)	All
                                         cash and non-cash proceeds and products of (ii) through (v) of this definition.



 


“Cap
Payment(s)” means any and all monies payable pursuant to any Cap Agreement by a Cap Provider.


 


“Cap
Provider” means the interest rate cap provider or other counterparty to a Cap Agreement or any guarantor of the obligations
of any such cap provider or counterparty.


 


“Capital
Replacement” means the replacement of those items listed on Exhibit F.


 


“Capped
Interest Rate” is defined in the Note, if applicable.


 


“Claim”
is defined in Section 10.02(f).


 


“Clean
Site Assessment” is defined in Section 7.05(b)(i).


 


“Closing
Date” means the date on which Lender disburses the proceeds of the Loan to or for the account of Borrower.


 


“Commitment
Letter” means the fully executed commitment letter or early rate lock application between Lender and Borrower issued
in connection with the Loan, as such document may have been modified, amended or extended.


 


“Completion
Date” means, with respect to any Repair, the date specified for that Repair in the Repair Schedule of Work, as such
date may be extended.


 


“Condemnation”
is defined in Section 6.11(a).


 


“Continuing
Care Retirement Community” or “CCRC” means a property designed to provide a continuum of care within
a single community. The living accommodations and care provided within a CCRC are a combination of the accommodations and services
provided by Seniors Apartments, Independent Living Units, Assisted Living Residences and Skilled Nursing Beds.


 


“Contract”
means any present or future contract for the provision of goods or services (or with respect to payment therefore), together with
all modifications, extensions and renewals, in connection with the operation or management of the Facility (other than Leases),
including (i) those with Borrower or a Facility Operator, and (ii) Third Party Provider Agreements, together with all modifications,
extensions or renewals.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 94



    	 



    

 


“Control”
means to possess, directly or indirectly, the power to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors
or trustees of a corporation or trust, as the case may be.


 


“Cut-off
Date” is defined in the Note, if applicable.


 


“Default
Rate” is defined in the Note.


 


“Defeasance”
is defined in Section 11.12.


 


“Defeasance
Closing Date” is defined in Section 11.12(b).


 


“Defeasance
Collateral” means: (i) a Freddie Mac Debt Security, (ii) a Fannie Mae Debt Security, (iii) U.S. Treasury Obligations,
or (iv) FHLB Obligations.


 


“Defeasance
Fee” is defined in Section 11.12(c).


 


“Defeasance
Notice” is defined in Section 11.12(b).


 


“Defeasance
Period” is defined in the Note, if applicable.


 


“Designated
Entity for Transfers” means each entity so identified in Exhibit I, and that entity’s successors and permitted
assigns.


 


“Disclosure
Document” is defined in Section 11.08.


 


“Downgrade”
as it applies to a License, means a License is modified so as to permit a less acute level of care (including elimination of skilled
nursing or assisted living care or services included in the License) by the Governmental Authority responsible for issuing such
License.


 


“Eligible
Account” means an identifiable account which is separate from all other funds held by the holding institution that is
either (i) an account or accounts maintained with the corporate trust department of a federal or state-chartered depository institution
or trust company which complies with the definition of Eligible Institution, or (ii) a segregated trust account or accounts maintained
with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary
capacity which, in the case of a state chartered depository institution or trust company is subject to regulations substantially
similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit,
passbook or other instrument.


 


“Eligible
Institution” means a federal or state chartered depository institution or trust company insured by the Federal Deposit
Insurance Corporation, the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., P-1 by Moody’s Investors Service, Inc.
and F-3 by Fitch, Inc. in the case of accounts in which funds are held for 30 days or less or, in the case of letters of credit
or accounts in which funds are held for more than 30 days, the long term unsecured debt obligations of which are rated at least
“A” by Fitch, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and “A2” by Moody’s Investors Service, Inc. If at any time an Eligible Institution does not meet the required
rating, the Loan Servicer must move the Eligible Account within 30 days of such event to an appropriately rated Eligible Institution.




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 95



    	 



    

  


“Environmental
Inspections” is defined in Section 6.12(e).


 


“Environmental
Permit” means any permit, license, or other authorization issued under any Hazardous Materials Law with respect to any
activities or businesses conducted on or in relation to the Mortgaged Property.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Event
of Default” means the occurrence of any event listed in Section 9.01.


 


“Extension
Period” is defined in the Note, if applicable.


 


“Facility”
means the senior housing facility located on the Land, and including the Land and Improvements located on the Land.


 


“Facility
Operator” means any tenant (an “Operating Tenant”) under a lease with Borrower (as landlord) of all
or substantially all of the Facility, as well as any manager or Facility Operator pursuant to a Contract with Borrower or with
an Operating Tenant.


 


“Fannie
Mae Debt Security” means any non-callable bond, debenture, note, or other similar debt obligation issued by the Federal
National Mortgage Association.


 


“FHLB
Obligations” mean direct, non-callable and non-redeemable securities issued, or fully insured as to payment, by the
Federal Home Loan Bank.


 


“Fixtures”
means all property owned by Borrower which is attached to the Land or the Improvements so as to constitute a fixture under applicable
law, including: machinery, equipment, engines, boilers, incinerators and installed building materials; systems and equipment for
the purpose of supplying or distributing heating, cooling, electricity, gas, water, air or light; antennas, cable, wiring and
conduits used in connection with radio, television, security, fire prevention or fire detection or otherwise used to carry electronic
signals; telephone systems and equipment; elevators and related machinery and equipment; fire detection, prevention and extinguishing
systems and apparatus; security and access control systems and apparatus; plumbing systems; water heaters, ranges, stoves, microwave
ovens, refrigerators, dishwashers, garbage disposers, washers, dryers and other appliances; light fixtures, awnings, storm windows
and storm doors; pictures, screens, blinds, shades, curtains and curtain rods; mirrors; cabinets, paneling, rugs and floor and
wall coverings; fences, trees and plants; swimming pools; and exercise equipment.


 


“Freddie
Mac” means the Federal Home Loan Mortgage Corporation.


 




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“Freddie
Mac Debt Security” means any non-callable bond, debenture, note, or other similar debt obligation issued by Freddie
Mac.


 


“Freddie
Mac Web Site” means the web site of Freddie Mac, located at www.freddiemac.com. 


 


“GAAP”
means generally accepted accounting principles.


 


“Governmental
Authority” means any board, commission, department, agency or body of any municipal, county, state or federal governmental
unit, or any subdivision of any of them, that has or acquires jurisdiction over the Mortgaged Property, or the use, operation
or improvement of the Mortgaged Property, or over Borrower including all applicable licensing or accreditation bodies or agencies
(whether federal, state, county, district, municipal, city or otherwise, whether now or hereafter in existence, including applicable
non-governmental organizations, such as the Joint Commission on the Accreditation of Healthcare Organizations) that have or acquire
jurisdiction over Borrower, a Facility Operator (as pertains to the Facility), the Facility or the use, operation, improvement,
accreditation, licensing or permitting of the Facility or the operations of the Facility.


 


“Governmental
Payor Program” means any Medicare, Medicaid, TRICARE programs or similar federal, state, local or any other third party
payors’ programs or other similar provider payment programs, or any so-called “waiver program” associated therewith.


 


“Guarantor”
means the Person(s) required by Lender to guaranty all or a portion of Borrower’s obligations under the Loan Documents,
as set forth in the Guaranty: The required Guarantors as of the date of this Loan Agreement are set forth in Exhibit I.


 


“Guaranty”
means the Guaranty executed by Guarantor and/or any replacement or supplemental guaranty executed pursuant to the terms of this
Loan Agreement.


 


“Hazard
Insurance” is defined in Section 6.10(a).


 


“Hazardous
Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and
oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (PCBs) and compounds containing them; lead
and lead-based paint; asbestos or asbestos containing materials in any form that is or could become friable; underground or above-ground
storage tanks, whether empty or containing any substance; any substance the presence of which on the Mortgaged Property is prohibited
by any Governmental Authority; any medical products or devices, including, those materials defined as “medical waste”
or “biological waste” under relevant statutes, ordinances or regulations pertaining to Hazardous Materials Law; any
substance that requires special handling and any other material or substance now or in the future that (i) is defined as a “hazardous
substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic
pollutant,” “contaminant,” or “pollutant” by or within the meaning of any Hazardous Materials Law,
or (ii) is regulated in any way by or within the meaning of any Hazardous Materials Law.


 




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“Hazardous
Materials Law” and “Hazardous Materials Laws” means any and all federal, state and local laws, ordinances,
regulations and standards, rules, policies and other governmental requirements, administrative rulings and court judgments and
decrees in effect now or in the future, including all amendments, that relate to Hazardous Materials or the protection of human
health or the environment and apply to Borrower or to the Mortgaged Property. Hazardous Materials Laws include the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901, et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., the Clean Water
Act, 33 U.S.C. Section 1251, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101 et seq., and their
state analogs.


 


“Healthcare
Laws” means all federal, state, municipal or other Governmental Authority laws, codes and statutes and all regulations
and rules promulgated thereunder and all Governmental Authority interpretations thereof, applicable or pertaining to the ownership,
leasing, operation or management of medical or senior housing facilities (including Independent Living Units, adult care facilities,
Assisted Living Residences, skilled nursing care, rehabilitation services, CCRC’s, and dementia and/or memory care facilities),
including those pertaining to Licenses necessary to operate or manage any such facility, those pertaining to billing any Governmental
Payor Program, those pertaining to patient care and Privacy Laws, quality and safety standards, accepted professional standards,
and principles that apply to professionals providing services to the Facility, accreditation standards, and requirements of the
applicable state department of health and all other Governmental Authorities including, those requirements relating to the Facility’s
physical structure and environment, licensing, quality and adequacy of medical care, distribution of pharmaceuticals, rate setting,
equipment, personnel, operating policies, additions to facilities and services and fee splitting.


 


“HIPAA”
means the Health Insurance Portability and Accountability Act of 1996, as amended from time to time, together with all rules and
regulations promulgated thereunder from time to time.


 


“HVAC
System” is defined in Section 6.10(a)(v).


 


“Immediate
Family Members” means a Person’s spouse, parent, child (including stepchild), grandchild (including step-grandchild)
or sibling.


 


“Imposition
Reserve Deposits” is defined in Section 4.02(a).


 


“Impositions”
is defined in Section 4.02(a).


 


“Improvements”
means the buildings, structures and improvements now constructed or at any time in the future constructed or placed upon the Land,
including any future alterations, replacements and additions.


 




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“Indebtedness”
means the principal of, interest at the fixed or variable rate set forth in the Note on, and all other amounts due at any time
under, the Note, this Loan Agreement or any other Loan Document, including prepayment premiums, late charges, default interest,
and advances as provided in Section 9.02 to protect the security of the Security Instrument.


 


“Indemnified
Party/ies” is defined in Section 10.02(d).


 


“Indemnitees”
is defined in Section 10.02(a).


 


“Independent
Living Units” means residential units that are accompanied by optional services designed to aid the residents’
independence, including building security, optional meals, housekeeping, laundry, and at least some incidental services and activities
not related to personal care, such as valet shopping, financial planning, unscheduled transportation, beautician services, recreational
and social activities and 24-hour staff presence.


 


“Inspection
Fee” means a fee payable to Lender or Loan Servicer for performing any inspection required by this Loan Agreement in
an amount not to exceed $500 per inspection.


 


“Installment
Due Date” is defined in the Note.


 


“Insurance”
means Hazard Insurance, liability insurance and all other insurance that Lender requires Borrower to maintain pursuant to this
Loan Agreement.


 


“Intended
Use” is defined in Section 5.25.


 


“Intercreditor
Agreement” is defined in Section 11.11(b).


 


“Investment
Fee” means a one time fee for establishing the (i) Replacement Reserve Fund in the amount of $500, and (ii) Repair Reserve
Fund in the amount of $500.


 


“Issuer”
means the issuer of any Letter of Credit.


 


“Issuer
Group” is defined in Section 10.02(d).


 


“Issuer
Person” is defined in Section 10.02(d).


 


“Land”
means the land described in Exhibit A.


 


“Leases”
means all present and future leases, master leases, operating leases, subleases, occupancy agreements pertaining to occupants
of the Facility, including both residential and commercial agreements and patient admission or resident care agreements, licenses,
concessions or grants or other possessory interests now or hereafter in force, whether oral or written, covering or affecting
the Mortgaged Property, or any portion of the Mortgaged Property (including proprietary leases or occupancy agreements if Borrower
is a cooperative housing corporation), and all modifications, extensions or renewals.


 


“Lender”
means the entity identified as “Lender” in the first paragraph of this Loan Agreement, or any subsequent holder of
the Note.


 




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“Lender’s
Discretion” means Lender’s reasonable discretion unless otherwise set forth in this Loan Agreement.


 


“Letter
of Credit” means any letter of credit required under the terms of this Loan Agreement or any other Loan Document.


 


“LIBOR
Index Rate” is defined in the Note, if applicable.


 


“License”
means any license, permit, regulatory agreement, certificate, approval, certificate of need or similar certificate, authorization,
accreditation, approved provider status in any approved provider payment program, or approval issued by an applicable state department
of health (or any subdivision thereof) or state licensing agency, as applicable, in each instance whether issued by a Governmental
Authority or otherwise, used in connection with, or necessary or desirable to use, occupy or operate the Facility for its Intended
Use, including the provision of all goods and services to be provided by Borrower or the Facility Operator to the residents of
the Facility.


 


“Lien”
means any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance on the Mortgaged Property.


 


“Loan”
is defined on Page 1 of this Loan Agreement.


 


“Loan
Agreement” means this Multifamily Loan and Security Agreement.


 


“Loan
Application” is defined in Section 5.16(a).


 


“Loan
Documents” means the Note, the Security Instrument, this Loan Agreement, all guaranties, all indemnity agreements, all
collateral agreements, UCC filings, O&M Programs, the MMP and any other documents now or in the future executed by Borrower,
any Guarantor or any other Person in connection with the Loan evidenced by the Note, as such documents may be amended from time
to time.


 


“Loan
Servicer” means the entity that from time to time is designated by Lender to collect payments and deposits and receive
Notices under the Note, the Security Instrument, this Loan Agreement and any other Loan Document, and otherwise to service the
Loan evidenced by the Note for the benefit of Lender. Unless Borrower receives Notice to the contrary, the Loan Servicer is the
entity identified as “Lender” in the first paragraph of this Loan Agreement.


 


“Lockout
Period,” if applicable, is defined in the Note.


 


“Manager”
or “Managers” means a Person who is named or designated as a manager or managing member or otherwise acts in
the capacity of a manager or managing member of a limited liability company in a limited liability company agreement or similar
instrument under which the limited liability company is formed or operated.


 


“Margin”
is defined in the Note, if applicable.


 




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“Material
Adverse Effect” means a significant detrimental effect on: (i) the Mortgaged Property (including the Facility), (ii)
the business, prospects, profits, operations or condition (financial or otherwise) of Borrower or any Facility Operator, (iii)
the enforceability, validity, perfection or priority of the Lien of any Loan Document, (iv) the ability of Borrower or any Facility
Operator to perform any obligations under any Loan Document or (v) Borrower’s or any Facility Operator’s interest
in the Facility including a Downgrade, termination, revocation or suspension of, or refusal to renew or reissue, any applicable
License, or a ban on new resident admissions.


 


“Material
Contract” means Contracts:


 


		(i)	For
                                         preparing or serving food (but do not include food supply Contracts), regardless of annual
                                         consideration or term.



 


		(ii)	For
                                         medical services or healthcare provider agreements, regardless of annual consideration
                                         or term.



 


		(iii)	The
                                         average annual consideration of which, directly or indirectly, is at least $20,000.



 


		(iv)	Having
                                         a term of more than one year unless subject to termination by Borrower or if Borrower
                                         is not a party to the Contract, the Facility Operator, and their respective successors
                                         and assigns, upon not more than 30 days notice, without cause and without payment of
                                         any termination fee, penalty or extra charge.



 


		(v)	Determined
                                         by Lender to be material to the operation of the Facility.



 


“Maturity
Date” means the Scheduled Maturity Date, as defined in the Note.


 


“MMP”
means a moisture management plan to control water intrusion and prevent the development of Mold or moisture at the Mortgaged Property
throughout the term of this Loan Agreement.


 


“Modified
Non-Residential Lease” means an extension or modification of any Non-Residential Lease, which Non-Residential Lease
was in existence as of the date of this Loan Agreement.


 


“Mold”
means mold, fungus, microbial contamination or pathogenic organisms.


 


“Mortgaged
Property” means all of Borrower’s present and future right, title and interest in and to all of the following:


 


		(i)	The
                                         Land, or, if Borrower’s interest in the Land is pursuant to a Ground Lease, the
                                         Ground Lease and the Leasehold Estate.



 


		(ii)	The
                                         Improvements (including the Facility).



 



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		(iii)	The
                                         Fixtures.



 


		(iv)	The
                                         Personalty.



 


		(v)	All
                                         current and future rights, including air rights, development rights, zoning rights and
                                         other similar rights or interests, easements, tenements, rights of way, strips and gores
                                         of land, streets, alleys, roads, sewer rights, waters, watercourses and appurtenances
                                         related to or benefiting the Land or the Improvements, or both, and all rights-of-way,
                                         streets, alleys and roads which may have been or may in the future be vacated.



 


		(vi)	All
                                         proceeds paid or to be paid by any insurer of the Land, the Improvements, the Fixtures,
                                         the Personalty or any other part of the Mortgaged Property, whether or not Borrower obtained
                                         the Insurance pursuant to Lender’s requirement.



 


		(vii)	All
                                         awards, payments and other compensation made or to be made by any municipal, state or
                                         federal authority with respect to the Land or the Leasehold Estate, as applicable, the
                                         Improvements, the Fixtures, the Personalty or any other part of the Mortgaged Property,
                                         including any awards or settlements resulting from Condemnation proceedings or the total
                                         or partial taking of the Land, the Improvements, the Fixtures, the Personalty or any
                                         other part of the Mortgaged Property under the power of eminent domain or otherwise and
                                         including any conveyance in lieu thereof.



 


		(viii)	All
                                         contracts, options and other agreements for the sale of the Land, or the Leasehold Estate,
                                         as applicable, the Improvements, the Fixtures, the Personalty or any other part of the
                                         Mortgaged Property entered into by Borrower now or in the future, including cash or securities
                                         deposited to secure performance by parties of their obligations.



 


		(ix)	All
                                         proceeds from the conversion, voluntary or involuntary, of any of the items described
                                         in items (i) through (viii) of this definition, into cash or liquidated claims, and the
                                         right to collect such proceeds.



 


		(x)	All
                                         Rents and Leases.



 


		(xi)	All
                                         earnings, royalties, accounts receivable, issues and profits from the Land, the Improvements
                                         or any other part of the Mortgaged Property, and all undisbursed proceeds of the Loan.



 


		(xii)	All
                                         Imposition Reserve Deposits.



 


		(xiii)	All
                                         refunds or rebates of Impositions by any Governmental Authority or insurance company
                                         (other than refunds applicable to periods before the real property tax year in which
                                         this Loan Agreement is dated).



 



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		(xiv)	All
                                         tenant security deposits which have not been forfeited by any tenant under any Lease
                                         and any bond or other security in lieu of such deposits.



 


		(xv)	All
                                         names under or by which any of the Mortgaged Property may be operated or known, and all
                                         trademarks, trade names and goodwill relating to any of the Mortgaged Property.



 


		(xvi)	If
                                         required by the terms of Section 4.05 or elsewhere in this Loan Agreement, all rights
                                         under any Letter of Credit and the Proceeds, as such Proceeds may increase or decrease
                                         from time to time.



 


		(xvii)	If
                                         the Note provides for interest to accrue at an adjustable or variable rate and there
                                         is a Cap Agreement, the Cap Collateral.



 


		(xviii)	All
                                         payments received and all rights to receive payments from any source, which payments
                                         (or rights thereto) arise from operation of or at the Facility, including entrance fees,
                                         application fees, processing fees, community fees and any other amounts or fees deposited
                                         or to be deposited by any resident or tenant, payments received and the right to receive
                                         payments of second party charges added to base rental income, base and additional meal
                                         sales, payments received and rights to receive payments from commercial operations located
                                         at or on the Facility or provided as a service to the occupants of the Facility, rental
                                         from guest suites, seasonal lease charges, rental payments under furniture leases, income
                                         from laundry service, and income and fees from any and all other services provided to
                                         residents of the Facility.



 


		(xix)	All
                                         rights to payments from Governmental Payor Programs and rights to payment from private
                                         insurers, arising from the operation of the Facility.



 


		(xx)	All
                                         Licenses.



 


		(xxi)	All
                                         Contracts, including operating contracts, franchises, licensing agreements, healthcare
                                         services contracts, food service contracts and other contracts for services related to
                                         the operation of the Facility.



 


		(xxii)	All
                                         utility deposits.



 


		(xxiii)	Reserved.



 


		(xxiv)	Reserved.



 







		(xxv)	Reserved.



 


“New
Non-Residential Lease” is any Non-Residential Lease not in existence as of the date of this Loan Agreement.


 




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“Non-Residential
Lease” is a Lease of a portion of the Mortgaged Property to be used for non-residential purposes.


 


“Note”
means the Multifamily Note (including any Amended and Restated Note, Consolidated, Amended and Restated Note, or Extended and
Restated Note) executed by Borrower in favor of Lender and dated as of the date of this Loan Agreement, including all schedules,
riders, allonges and addenda, as such Multifamily Note may be amended, modified and/or restated from time to time.


 


“Notice”
or “Notices” means all notices, demands and other communication required under the Loan Documents, provided
in accordance with the requirements of Section 11.03.


 


“O&M
Program” is defined in Section 6.12(c) and consists of the following: operations and maintenance plan for asbestos containing
materials.


 


“Person”
means any natural person, sole proprietorship, corporation, general partnership, limited partnership, limited liability company,
limited liability partnership, limited liability limited partnership, joint venture, association, joint stock company, bank, trust,
estate, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision
thereof), endowment fund or any other form of entity.


 


“Personalty”
means all of the following:


 


		(i)	Accounts
                                         (including deposit accounts) of Borrower related to the Mortgaged Property.



 


		(ii)	Equipment
                                         and inventory owned by Borrower, which are used now or in the future in connection with
                                         the ownership, management or operation of the Land or Improvements or are located on
                                         the Land or Improvements, including furniture, furnishings, dishes, silverware, glassware,
                                         kitchen equipment, machinery, building materials, goods, supplies, tools, books, records
                                         (whether in written or electronic form) and computer equipment (hardware and software).



 


		(iii)	Other
                                         tangible personal property owned by Borrower which is used now or in the future in connection
                                         with the ownership, management or operation of the Land or Improvements or is located
                                         on the Land or in the Improvements, including ranges, stoves, microwave ovens, refrigerators,
                                         dishwashers, garbage disposers, washers, dryers and other appliances (other than Fixtures).



 


		(iv)	Any
                                         operating agreements relating to the Land or the Improvements.



 


		(v)	Any
                                         surveys, plans and specifications and contracts for architectural, engineering and construction
                                         services relating to the Land or the Improvements.





    	Multifamily Loan and Security Agreement – Seniors Housing	Page 104



    	 



    

  


		(vi)	All
                                         other intangible property, general intangibles and rights relating to the operation of,
                                         or used in connection with, the Land or the Improvements, including all governmental
                                         permits relating to any activities on the Land and including subsidy or similar payments
                                         received from any sources, including a Governmental Authority.



 


		(vii)	Any
                                         rights of Borrower in or under any Letter of Credit.



 


“Pledge
Agreement” is defined in Section 11.12(f)(iii).


 


“Prepayment
Premium Period” is defined in the Note.


 


“Prior
Lien” means a pre-existing mortgage, deed of trust or other Lien encumbering the Mortgaged Property.


 


“Privacy
Laws” means all federal, state, municipal or other Governmental Authority laws, codes and statutes and all regulations
and rules promulgated thereunder and all Governmental Authority interpretations thereof, applicable or pertaining to resident,
tenant and patient privacy. Privacy Laws include HIPAA.


 


“Proceeding”
means, whether voluntary or involuntary, any case, proceeding or other action against Borrower or any SPE Equity Owner under any
existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Proceeds”
means the cash obtained by a draw on a Letter of Credit.


 


“Prohibited
Activity or Condition” means each of the following:


 


		(i)	The
                                         presence, use, generation, release, treatment, processing, storage (including storage
                                         in above-ground and underground storage tanks), handling or disposal of any Hazardous
                                         Materials on or under the Mortgaged Property.



 


		(ii)	The
                                         transportation of any Hazardous Materials to, from or across the Mortgaged Property.



 


		(iii)	Any
                                         occurrence or condition on the Mortgaged Property, which occurrence or condition is or
                                         may be in violation of Hazardous Materials Laws.



 


		(iv)	Any
                                         violation of or noncompliance with the terms of any Environmental Permit with respect
                                         to the Mortgaged Property.



 


		(v)	Any
                                         violation or noncompliance with the terms of any O&M Program.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 105



    	 



    

 


However, the
term “Prohibited Activity or Condition” expressly excludes lawful conditions permitted by an O&M Program or the
safe and lawful use and storage of quantities of: (i) medical products or devices or medical waste, (ii) pre-packaged supplies,
cleaning materials and petroleum products customarily used in the operation and maintenance of comparable multifamily properties,
(iii) cleaning materials, personal grooming items and other items sold in pre-packaged containers for consumer use and used by
tenants and occupants of residential dwelling units in the Mortgaged Property, and (iv) petroleum products used in the operation
and maintenance of motor vehicles from time to time located on the Mortgaged Property’s parking areas, so long as all of
the foregoing are used, stored, handled, transported and disposed of in compliance with Hazardous Materials Laws.


 


“Property
Jurisdiction” means the jurisdiction in which the Land is located.


 


“Property
Manager” means ESLP Management, LLC, a Tennessee limited liability company, or another residential rental property manager
which is approved by Lender in writing.


 


“Property
Seller” is defined in Section 5.24.


 


“Public
Fund/REIT Securities” is defined in Section 7.03(c).


 


“Rate
Cap Agreement Reserve Fund” means the account established pursuant to Section 4.07, if applicable, to pay for
the cost of a Replacement Cap Agreement.


 


“Rating
Agencies” means Fitch, Inc., Moody’s Investors Service, Inc., or Standard & Poor’s Ratings Services,
a division of The McGraw-Hill Companies, Inc., or any successor entity of the foregoing, or any other nationally recognized statistical
rating organization.


 


“Release
Instruments” is defined in Section 11.12(f).


 


“Remedial
Work” is defined in Section 6.12(f).


 


“Rent(s)”
means all rents (whether from residential or non-residential space), revenues and other income of the Land or the Improvements,
parking fees, laundry and vending machine income and fees and charges for food, health care and other services provided at the
Mortgaged Property, whether now due, past due or to become due, and deposits forfeited by tenants, and, if Borrower is a cooperative
housing corporation or association, maintenance fees, charges or assessments payable by shareholders or residents under proprietary
leases or occupancy agreements, whether now due, past due or to become due.


 


“Rent
Schedule” means a written schedule for the Mortgaged Property showing the name of each tenant, and for each tenant,
the space occupied, the lease expiration date, the rent payable for the current month, the date through which rent has been paid,
and any related information requested by Lender.


 


“Repairs”
means the repairs to be made to the Mortgaged Property, as described on the Repair Schedule of Work or as otherwise required by
Lender in accordance with this Loan Agreement.




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 106



    	 



    

 


 


“Replacement
Cap Agreement” means any replacement Cap Agreement provided to Lender pursuant to Section 4.07(c). The Replacement
Cap Agreement must satisfy each of the following requirements:


 


		(i)	It
                                         must have an effective date not later than the day following the last day of the term
                                         of the Cap Agreement that preceded it, and may not expire before the earlier of (A) the
                                         1st anniversary of the effective date of such Replacement Cap Agreement or
                                         (B) the Maturity Date.



 


		(ii)	It
                                         must obligate the Cap Provider, which Cap Provider must be acceptable to Lender, to make
                                         monthly payments to Lender equal to the excess of (A) the actual interest on a notional
                                         principal amount of the Indebtedness over (B) interest on that notional amount at
                                         the same fixed cap rate as that in the original Cap Agreement.



 


“Replacement
Cost” means the estimated replacement cost of the Improvements, Fixtures, and Personalty (or, when used in reference
to a property that is not the Mortgaged Property, all improvements, fixtures, and personalty located on such property), excluding
any deduction for depreciation, all as determined annually by Borrower using customary methodology and sources of information
acceptable to Lender in Lender’s Discretion. Replacement Cost will not include the cost to reconstruct foundations or site
improvements, such as driveways, parking lots, sidewalks, and landscaping.


 


“Required
DSCR” means, with respect to a Supplemental Loan, (i) if the Senior Indebtedness bears interest at a fixed rate, then
(A) 1.30:1 for Mortgaged Properties classified by Lender as Independent Living and (B) 1.40:1 for Mortgaged Properties classified
by Lender as Assisted Living, or (ii) if the Senior Indebtedness bears interest at an adjustable rate, then (A) 1.15:1 for Mortgaged
Properties classified by Lender as Independent Living and (B) 1.20:1 for Mortgaged Properties classified by Lender as Assisted
Living.


 


“Required
LTV” means 71%.


 


“Reserve
Fund” means each account established for Imposition Reserve Deposits, the Replacement Reserve Fund, the Repair Reserve
Fund (if any), the Rate Cap Agreement Reserve Fund (if any), the Rental Achievement Reserve Fund (if any), and any other account
established pursuant to Article IV of this Loan Agreement.


 


“Restoration”
is defined in Section 6.10(j)(i).


 


“Scheduled
Debt Payments” is defined in Section 11.12(g)(i)(B).


 


“Secondary
Market Transaction” means: (i) any sale or assignment of this Loan Agreement, the Note and the other Loan Documents
to one or more investors as a whole loan, (ii) a participation of the Loan to one or more investors, (iii) any deposit of this
Loan Agreement, the Note and the other Loan Documents with a trust or other entity which may sell certificates or other instruments
to investors evidencing an ownership interest in the assets of such trust or other entity, or (iv) any other sale, assignment
or transfer of the Loan or any interest in the Loan to one or more investors.




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 107



    	 



    




 


“Securitization”
means when the Note or any portion of the Note is assigned to a REMIC trust.


 


“Securitization
Indemnification” is defined in Section 10.02(d).


 


“Security
Instrument” means the mortgage, deed of trust, deed to secure debt or other similar security instrument encumbering
the Mortgaged Property and securing Borrower’s performance of its Loan obligations, including Borrower’s obligations
under the Note and this Loan Agreement (including any Amended and Restated Security Instrument, Consolidation, Modification and
Extension Agreement, Extension and Modification Agreement or similar agreement or instrument amending and restating existing security
instruments).


 


“Senior
Indebtedness” means, for a Supplemental Loan, if any, the Indebtedness evidenced by each Senior Note and secured by
each Senior Instrument for the benefit of each Senior Lender.


 


“Senior
Instrument” – Not applicable.


 


“Senior
Lender” means each holder of a Senior Note.


 


“Senior
Loan Documents” means, for a Supplemental Loan, if any, all documents relating to each loan evidenced by a Senior Note.


 


“Senior
Note” means, for a Supplemental Loan, if any, each Multifamily Note secured by a Senior Instrument.


 


“Seniors
Apartments” means age-restricted apartments for senior residents who are able to function independently. These residences
are typically restricted to residents 55 and older (or 62 and older). Seniors Apartments do not provide healthcare services, medication
assistance, meal services or other third-party contract services.


 


“Servicing
Arrangement” is defined in Section 11.06(b).


 


“Single
Purpose Entity” is defined in Section 6.13(a).


 


“Site
Assessment” means an environmental assessment report for the Mortgaged Property prepared at Borrower’s expense
by a qualified environmental consultant engaged by Borrower, or by Lender on behalf of Borrower, and approved by Lender, and in
a manner reasonably satisfactory to Lender, based upon an investigation relating to and making appropriate inquiries to evaluate
the risks associated with Mold and any existence of Hazardous Materials on or about the Mortgaged Property, and the past or present
discharge, disposal, release or escape of any such substances, all consistent with ASTM Standard E1527-05 (or any successor standard
published by ASTM) and good customary and commercial practice.


 


“Skilled
Nursing Beds” means a portion of a property that provides licensed skilled nursing care and related services for patients
who require medical, nursing or rehabilitative services, including Alzheimer’s care.


 


“SPE
Equity Owner” is not applicable. Borrower will not be required to maintain an SPE Equity Owner in its organizational
structure during the term of the Loan and all references to SPE Equity Owner in this Loan Agreement and in the Note will be of
no force or effect.




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 108



    	 



    

  


“Successor
Borrower” is defined in Section 11.12(b).


 


“Supplemental
Indebtedness” the Indebtedness evidenced by the Supplemental Note and secured by the Supplemental Instrument for the
benefit of Supplemental Lender, if any.


 


“Supplemental
Instrument” means, for a Supplemental Loan, if any, the Security Instrument executed to secure the Supplemental Note.


 


“Supplemental
Lender” means, for a Supplemental Loan, if any, the lender named in the Supplemental Instrument and its successors and/or
assigns.


 


“Supplemental
Loan” means a loan that is subordinate to the Senior Indebtedness.


 


“Supplemental
Loan Documents” means, for a Supplemental Loan, if any, all documents relating to the loan evidenced by the Supplemental
Note.


 


“Supplemental
Mortgage Product” is defined in Section 11.11(a).


 


“Supplemental
Note” means, for a Supplemental Loan, if any, the Multifamily Note secured by the Supplemental Instrument.


 


“Tax
Code” means the Internal Revenue Code of the United States, 26 U.S.C. Section 1 et seq., as amended from time to time.


 


“Taxes”
means all taxes, assessments, vault rentals and other charges, if any, whether general, special or otherwise, including all assessments
for schools, public betterments and general or local improvements, which are levied, assessed or imposed by any public authority
or quasi-public authority, and which, if not paid, will become a Lien on the Land or the Improvements.


 


“Third
Party Provider Agreements” means any contract pursuant to which payments arising from operation of or at the Facility
are to be made by or pursuant to Governmental Payor Programs or private insurers.


 


“Total
Insurable Value” means the sum of the Replacement Cost, business income/rental value Insurance and the value of any
business personal property.


 


“Transfer”
means any of the following:


 


		(i)	A sale,
                                         assignment, transfer or other disposition or divestment of any interest in Borrower,
                                         a Designated Entity for Transfers, or the Mortgaged Property (whether voluntary, involuntary
                                         or by operation of law).



 


		(ii)	The
                                         granting, creating or attachment of a Lien, encumbrance or security interest (whether
                                         voluntary, involuntary or by operation of law).



 


		(iii)	The
                                         issuance or other creation of an ownership interest in a legal entity, including a partnership
                                         interest, interest in a limited liability company or corporate stock.



 


		(iv)	The
                                         withdrawal, retirement, removal or involuntary resignation of a partner in a partnership
                                         or a member or Manager in a limited liability company.





    	Multifamily Loan and Security Agreement – Seniors Housing	Page 109



    	 



    

  


		(v)	The
                                         merger, dissolution, liquidation, or consolidation of a legal entity or the reconstitution
                                         of one type of legal entity into another type of legal entity.



 


		(vi)	A change of the Guarantor.



 


For purposes
of defining the term “Transfer,” the term “partnership” means a general partnership, a limited partnership,
a joint venture, a limited liability partnership, or a limited liability limited partnership, and the term “partner”
means a general partner, a limited partner, or a joint venturer.


 


“Transfer”
does not include any of the following:


 


		(i)	A conveyance
                                         of the Mortgaged Property at a judicial or non-judicial foreclosure sale under the Security
                                         Instrument.



 


		(ii)	The
                                         Mortgaged Property becoming part of a bankruptcy estate by operation of law under the
                                         Bankruptcy Code.



 


		(iii)	The
                                         filing or recording of a Lien against the Mortgaged Property for local taxes and/or assessments
                                         not then due and payable.



 


“Transfer
and Assumption Agreement” is defined in Section 11.12(f)(iv).


 


“Transfer
Fee” means a fee paid when the Transfer is completed. Unless otherwise specified, the Transfer Fee will be equal to
1% of the outstanding principal balance of the Indebtedness as of the date of the Transfer. Notwithstanding anything set forth
in Article VII to the contrary, the Transfer Fee will not exceed 1% of the outstanding principal balance of the Loan.


 


“Transfer
Review Fee” means a nonrefundable fee of $3,000 for Lender’s review of a proposed Transfer related to a cable
or telecommunication easement or agreement and $5,000 for Lender’s review of any other proposed Transfer.


 


“U.S.
Treasury Obligations” means direct, non-callable and non-redeemable securities issued, or fully insured as to payment,
by the United States of America.


 


“UCC
Collateral” is defined in Section 3.03.


 


“Underwriter
Group” is defined in Section 10.02(d).


 


“Uniform
Commercial Code” means the Uniform Commercial Code as promulgated in the applicable jurisdiction.


 


“Windstorm
Coverage” is defined in Section 6.10(a)(iv).


 


article
xiIIINCORPORATION OF ATTACHED RIDERS.


 


The Riders
listed on Page ii are attached to and incorporated into this Loan Agreement.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 110



    	 



    

 


article
XIV                    INCORPORATION
OF ATTACHED EXHIBITS.


 


The following
Exhibits, if marked with an “X” in the space provided, are attached to this Loan Agreement:


  





	x	 	Exhibit A	Description of the Land (required)
	 	 	 	 
	x	 	Exhibit B	Modifications to Multifamily Loan and Security Agreement
	 	 	 	 
	 ̈	 	Exhibit C	Repair Schedule of Work
	 	 	 	 
	x	 	Exhibit D	Repair Disbursement Request (required)
	 	 	 	 
	x	 	Exhibit E	Work Commenced at Mortgaged Property
	 	 	 	 
	x	 	Exhibit F	Capital Replacements (required)
	 	 	 	 
	 ̈	 	Exhibit G	Description of Ground Lease
	 	 	 	 
	x	 	Exhibit H	Organizational Chart of Borrower as of the Closing Date (required)
	 	 	 	 
	x	 	Exhibit I	Designated Entities for Transfers and Guarantor(s) (required)
	 	 	 	 
	 ̈	 	Exhibit J	Description of Release Parcel
	 	 	 	 
	x	 	Exhibit K	Licenses (required)
	 	 	 	 
	x	 	Exhibit L	Furniture, Fixtures, Equipment, and Motor Vehicles (required)
	 	 	 	 
	x	 	Exhibit M	Contracts (required)
	 	 	 	 
	x	 	Exhibit N	Material Contracts (required)
	 	 	 	 
	x	 	Exhibit O	Completion Guaranty







 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 111



    	 



    

 


SIGNATURE
PAGE OF BORROWER


TO LOAN AND
SECURITY AGREEMENT - SENIORS HOUSING


 


	 	BORROWER:
	 	 
	 	SENTIO STAV LANDLORD, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ John Mark Ramsey
	 	 	John Mark Ramsey,
	 	 	Authorized Signatory







  


SIGNATURES
CONTINUE ON FOLLOWING PAGE


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 112



    	 



    

 


SIGNATURE
PAGE OF LENDER


TO SENIOR
HOUSING LOAN AND SECURITY AGREEMENT


 





	 	LENDER:
	 	 
	 	CBRE CAPITAL MARKETS, INC.,
	 	a Texas corporation
	 	 	 
	 	By:	/s/ Kristi Duncan
	 	Name:	Kristi Duncan
	 	Title:	Vice President







  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 113



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


REPLACEMENT
RESERVE FUND – IMMEDIATE DEPOSITS


 


(Revised
3-1-2014)


 


The following
changes are made to the Loan Agreement which precedes this Rider:


 


		A.	Section
                                         4.04 is deleted and replaced with the following:



 


		4.04	Replacement
                                         Reserve Fund.



 


		(a)	Deposits
                                         to Replacement Reserve Fund. On the Closing Date, the parties will establish the
                                         Replacement Reserve Fund and Borrower will pay the Initial Deposit to Lender for deposit
                                         into the Replacement Reserve Fund. Commencing on the date the first installment of principal
                                         and/or interest is due under the Note and continuing on the same day of each successive
                                         month until the Loan is paid in full, Borrower will pay the Monthly Deposit to Lender
                                         for deposit into the Replacement Reserve Fund, together with its regular monthly payments
                                         of principal and/or interest as required by the Note. A transfer of funds into the Replacement
                                         Reserve Fund from the Repair Reserve Fund, pursuant to the terms of Section 4.03(e),
                                         if applicable, will not alter or reduce the amount of any deposits to the Replacement
                                         Reserve Fund.



 


		(b)	Fees
                                         Deducted From Replacement Reserve Fund. Lender will be entitled to deduct from the
                                         Replacement Reserve Fund, if applicable, (i) the Investment Fee for establishing the
                                         Replacement Reserve Fund, and (ii) the Inspection Fee for any inspection required pursuant
                                         to this Section 4.04. If Lender, in Lender’s Discretion, retains a professional
                                         inspection engineer or other qualified third party to inspect any Capital Replacements
                                         pursuant to the terms of Section 6.06, Lender also will be entitled to deduct from the
                                         Replacement Reserve Fund an amount sufficient to pay all reasonable fees and expenses
                                         charged by such third party inspector.



 


		(c)	Adjustments
                                         to Replacement Reserve Fund. If the initial term of the Loan is greater than 120
                                         months, then Lender reserves the right to adjust the amount of the Monthly Deposit based
                                         on Lender’s assessment of the physical condition of the Mortgaged Property, however,
                                         Lender will not make such an adjustment prior to the date that is 120 months after the
                                         first installment due date, nor more frequently than every 10 years thereafter during
                                         the term of the Loan. Upon Notice from Lender or Loan Servicer, Borrower will begin paying
                                         the Revised Monthly Deposit on the first monthly payment date that is at least 30 days
                                         after the date of Lender’s or Loan Servicer’s Notice. If Lender or Loan Servicer
                                         does not provide Borrower with Notice of a Revised Monthly Deposit, Borrower will continue
                                         to pay the Monthly Deposit or the Revised Monthly Deposit then in effect.



 



    	Multifamily Loan and Security Agreement – Seniors Housing	Page 114



    	 



    

 


  


		(d)	Insufficient
                                         Amount in Replacement Reserve Fund. If Borrower requests disbursement from the Replacement
                                         Reserve Fund for a Capital Replacement in accordance with this Loan Agreement in an amount
                                         which exceeds the amount on deposit in the Replacement Reserve Fund, Lender will disburse
                                         to Borrower only the amount on deposit in the Replacement Reserve Fund. Borrower will
                                         pay all additional amounts required in connection with any such Capital Replacement from
                                         Borrower’s own funds.



 


		(e)	Reserved.



 


		(f)	Reserved.



 


		(g)	Disbursements
                                         from Replacement Reserve Fund.



 


		(i)	Requests
                                         for Disbursement. Lender will disburse funds from the Replacement Reserve Fund as
                                         follows:



 


		(A)	Borrower’s
                                         Request. If Borrower determines, at any time or from time to time, that a Capital
                                         Replacement is necessary or desirable, Borrower will perform such Capital Replacement
                                         and request from Lender, in writing, reimbursement for such Capital Replacement. Borrower’s
                                         request for reimbursement will include (1) a detailed description of the Capital Replacement
                                         performed, together with evidence, satisfactory to Lender, that the cost of such Capital
                                         Replacement has been paid, and (2) if required by Lender, lien waivers from each contractor
                                         and material supplier supplying labor or materials for such Capital Replacement.



 


		(B)	Lender’s
                                         Request. If Lender reasonably determines at any time or from time to time, that a
                                         Capital Replacement is necessary for the proper maintenance of the Mortgaged Property,
                                         it will so notify Borrower, in writing, requesting that Borrower obtain and submit to
                                         Lender bids for all labor and materials required in connection with such Capital Replacement.
                                         Borrower will submit such bids and a time schedule for completing each Capital Replacement
                                         to Lender within 30 days after Borrower’s receipt of Lender’s Notice. Borrower
                                         will perform such Capital Replacement and request from Lender, in writing, reimbursement
                                         for such Capital Replacement. Borrower’s request for reimbursement will include
                                         (1) a detailed description of the Capital Replacement performed, together with evidence,
                                         satisfactory to Lender, that the cost of such Capital Replacement has been paid, and
                                         (2) if required by Lender, lien waivers from each contractor and material supplier supplying
                                         labor or materials for such Capital Replacement.





    	Multifamily Loan and Security Agreement – Seniors Housing	Page 115



    	 



    

  


		(ii)	Conditions
                                         Precedent. Disbursement from the Replacement Reserve Fund will be made no more frequently
                                         than once every Replacement Reserve Disbursement Period and, except for the final disbursement,
                                         no disbursement will be made in an amount less than the Minimum Replacement Disbursement
                                         Request Amount. Disbursements will be made only if the following conditions precedent
                                         have been satisfied, as determined by Lender in Lender’s Discretion:



  


		(A)	Each Capital
                                         Replacement has been performed and/or installed on the Mortgaged Property in a good and
                                         workmanlike manner with suitable materials (or in the case of a partial disbursement,
                                         performed and/or installed on the Mortgaged Property to an acceptable stage), in accordance
                                         with good building practices and all applicable laws, ordinances, rules and regulations,
                                         building setback lines and restrictions applicable to the Mortgaged Property, and has
                                         been paid for by Borrower as evidenced by copies of all applicable paid invoices or bills
                                         submitted to Lender by Borrower at the time Borrower requests disbursement from the Replacement
                                         Reserve Fund.



 


		(B)	There
                                         is no condition, event or act that would constitute a default (with or without Notice
                                         and/or lapse of time).



 


		(C)	No Lien
                                         or claim based on furnishing labor or materials has been recorded, filed or asserted
                                         against the Mortgaged Property, unless Borrower has properly provided a bond or other
                                         security against loss in accordance with applicable law.



 


		(D)	All licenses,
                                         permits and approvals of any Governmental Authority required for the Capital Replacement
                                         as completed to the applicable stage have been obtained and submitted to Lender upon
                                         Lender’s request.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 116



    	 



    

 


		(h)	Right
                                         to Complete Capital Replacements. If Borrower abandons or fails to proceed diligently
                                         with any Capital Replacement in a timely fashion or an Event of Default occurs and continues
                                         under this Loan Agreement for 30 days after Notice of such failure by Lender to Borrower,
                                         Lender will have the right (but not the obligation) to enter upon the Mortgaged Property
                                         and take over and cause the completion of such Capital Replacement. However, no such
                                         Notice or cure period will apply in the case of such failure which could, in Lender’s
                                         sole and absolute discretion, absent immediate exercise by Lender of a right or remedy
                                         under this Loan Agreement, result in harm to Lender, tenants or third parties or impairment
                                         of the security given under this Loan Agreement, the Security Instrument or any other
                                         Loan Document. Any contracts entered into or indebtedness incurred upon the exercise
                                         of such right may be in the name of Borrower, and Lender is irrevocably appointed the
                                         attorney in fact for Borrower, such appointment being coupled with an interest, to enter
                                         into such contracts, incur such obligations, enforce any contracts or agreements made
                                         by or on behalf of Borrower (including the prosecution and defense of all actions and
                                         proceedings in connection with the Capital Replacement and the payment, settlement or
                                         compromise of all bills and claims for materials and work performed in connection with
                                         the Capital Replacement) and do any and all things necessary or proper to complete any
                                         Capital Replacement, including signing Borrower’s name to any contracts and documents
                                         as may be deemed necessary by Lender. In no event will Lender be required to expend its
                                         own funds to complete any Capital Replacement, but Lender may, in Lender’s Discretion,
                                         advance such funds. Any funds advanced will be added to the Indebtedness, secured by
                                         the Security Instrument and payable to Lender by Borrower in accordance with the provisions
                                         of the Note, this Loan Agreement, the Security Instrument and any other Loan Document
                                         pertaining to the protection of Lender’s security and advances made by Lender.



 


		(i)	Completion
                                         of Capital Replacements. Lender’s disbursement of monies from the Replacement
                                         Reserve Fund or other acknowledgment of completion of any Capital Replacement in a manner
                                         satisfactory to Lender in Lender’s Discretion will not be deemed a certification
                                         by Lender that the Capital Replacement has been completed in accordance with applicable
                                         building, zoning or other codes, ordinances, statutes, laws, regulations or requirements
                                         of any Governmental Authority. Borrower will at all times have the sole responsibility
                                         for ensuring that all Capital Replacements are completed in accordance with all such
                                         requirements of any Governmental Authority.



 


		(j)	Reserved.



 


		(k)	Reserved.



 


		B.	The
                                         following definitions are added to Article XII:



 


“Initial
Deposit” means $-0-.




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 117



    	 



    

  


“Minimum
Replacement Disbursement Request Amount” means $2,500.


 


“Monthly
Deposit” means $6,724.


 


“Replacement
Reserve Deposit” means the Initial Deposit, the Monthly Deposit and/or the Revised Monthly Deposit, as appropriate.


 


“Replacement
Reserve Disbursement Period” means the interval between disbursements from the Replacement Reserve Fund, which
interval will be no shorter than once a month.


 


“Replacement
Reserve Fund” means the account established pursuant to this Loan Agreement to defray the costs of Capital Replacements.


 


“Revised
Monthly Deposit” means the adjusted amount per month that Lender determines Borrower must deposit in the Replacement
Reserve Fund following any adjustment determination by Lender pursuant to Section 4.04(c).


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 118



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


ENTITY
GUARANTOR


 


(Revised
3-1-2014) 


 


The following changes are made to
the Loan Agreement which precedes this Rider:


 


		A.	Section
                                         9.01(dd) is deleted and replaced with the following:



 


		(dd)	Guarantor
                                         fails to comply with the provisions of the Section of the Guaranty entitled “Material
                                         Adverse Change” or “Minimum Net Worth/Liquidity Requirements”, as
                                         applicable.



  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 119



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


ADDITIONAL
PROVISIONS FOR


LOANS EQUAL
TO OR GREATER THAN $25,000,000


 


(Revised
3-1-2014)


 


		A.	Section 11.14
                                         is deleted and replaced with the following:



 


		11.14	Cooperation
                                         with Rating Agencies and Investors. At the request of Lender and, to the extent not
                                         already required to be provided by Borrower under this Loan Agreement, Borrower must
                                         use reasonable efforts to satisfy the market standards to which Lender customarily adheres
                                         or which may be reasonably required in the marketplace or by the Rating Agencies in connection
                                         with any Securities secured by or evidencing ownership interests in the Note and this
                                         Loan Agreement, including all of the following:



  


		(a)	Borrower
                                         will provide financial and other information with respect to the Mortgaged Property,
                                         the Borrower and the Property Manager.



 


		(b)	Borrower
                                         will perform or permit or cause to be performed or permitted such site inspections, appraisals,
                                         market studies, environmental reviews and reports (Phase I and, if appropriate, Phase
                                         II), engineering reports and other due diligence investigations of the Mortgaged Property,
                                         as may be requested by Lender in Lender’s Discretion or may reasonably be requested
                                         by the Rating Agencies or as may be necessary or appropriate in connection with the Secondary
                                         Market Transaction.



 


		(c)	Borrower
                                         will make such representations and warranties as of the closing date of the Secondary
                                         Market Transaction with respect to the Mortgaged Property, Borrower and the Loan Documents
                                         as are customarily provided in securitization transactions and as may be requested by
                                         Lender in Lender’s Discretion or may reasonably be requested by the Rating Agencies
                                         and consistent with the facts covered by such representations and warranties as they
                                         exist on the date of this Loan Agreement, including the representations and warranties
                                         made in the Loan Documents, together, if customary, with appropriate verification of
                                         and/or consents to the Provided Information through letters of auditors or opinions of
                                         counsel of independent attorneys acceptable to Lender and to the Rating Agencies.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 120



    	 



    

 


		(d)	Borrower,
                                         at Borrower’s expense, will cause its counsel to render opinions, which may be
                                         relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives,
                                         as to nonconsolidation, fraudulent conveyance, and true sale or any other opinion customary
                                         in securitization transactions with respect to the Mortgaged Property and Borrower and
                                         its Affiliates, which counsel and opinions must be satisfactory to Lender in Lender’s
                                         Discretion and be reasonably satisfactory to the Rating Agencies.



 


		(e)	Borrower
                                         will execute such amendments to the Loan Documents and organizational documents, establish
                                         and fund the Replacement Reserve Fund, if any, and complete any Repairs, if any, as may
                                         be requested by Lender or by the Rating Agencies or otherwise to effect the Secondary
                                         Market Transaction; provided, however, that the Borrower will not be required to modify
                                         or amend any Loan Document if such modification or amendment would (i) change the interest
                                         rate, the stated maturity or the amortization of principal set forth in the Note, or
                                         (ii) modify or amend any other material economic term of the Loan.



 


		(f)	Borrower
                                         will pay all reasonable third party costs and expenses incurred by Lender in connection
                                         with Borrower’s complying with requests made under this Section.



 


		B.	The
                                         following definitions are added to Article XII:



 


“Provided Information”
means the information provided by Borrower as required by Section 11.14 (a), (b) and (c).


 


“Securities”
means rated single or multi-class securities.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 121



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT 


 


MONTH
TO MONTH LEASES


 


(Revised
3-1-2014) 


 


The following changes are made to
the Loan Agreement which precedes this Rider:


 


		A.	Section 5.11 is deleted and replaced
                                         with the following:



 


		5.11	Term
                                         of Leases. Unless otherwise approved in writing by Lender, all Leases for residential
                                         dwelling units with respect to the Mortgaged Property are on forms acceptable to Lender,
                                         are for initial terms of at least 6 months and not more than 2 years, and do not include
                                         options to purchase; provided, however, that up to 100% of all Leases may be for an initial
                                         term of less than 6 months, but not less than 1 month.



 


		B.	Section
                                         6.15(a) is deleted and replaced with the following:



 


		(a)	Borrower
                                         will, promptly upon Lender’s request, deliver to Lender an executed copy of each
                                         residential Lease then in effect. All Leases for residential dwelling units will be on
                                         forms acceptable to Lender, will be for initial terms of at least 6 months and not more
                                         than 2 years, and will not include options to purchase; provided, however, that up to
                                         100% of all Leases may be for an initial term of less than 6 months, but not less than
                                         1 month.



  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 122



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT 


 


NO
DEFEASANCE


 


[MODIFIED
FOR FLOAT TO FIXED TRANSACTIONS]


 


(Revised
3-1-2014)


 


The following changes are made to
the Loan Agreement which precedes this Rider:


 


		A.	During
                                         the Floating Rate Period, as defined in the Note,
                                         Section 7.01(i), as currently reflected
                                         in the text of the Loan Agreement, shall not apply and will be 
                                         is deleted and replaced with the following:



 


		(i)	A Supplemental Instrument that complies
                                         with Section 11.11.



 


During
the Fixed Rate Period, the above modification will no longer be applicable and Section 7.01(i), as currently reflected in the
text of the Loan Agreement, will apply.


 


		B.	During
                                         the Floating Rate Period, Section 11.12,
                                         as currently reflected in the text of the Loan Agreement, will not apply
                                         is deleted. During the Fixed
                                         Rate Period, Section 11.12 will apply.



 


		C.	During
                                         the Floating Rate Period, the The following
                                         definitions are deleted from Article XII
                                         will not apply:



 


“Cut-off
Date”


“Defeasance”


“Defeasance
Closing Date”


“Defeasance
Collateral”


“Defeasance
Fee”


“Defeasance
Notice”


“Defeasance
Period”


“Lockout
Period”


“Pledge
Agreement”


“Release
Instruments”


“Scheduled
Debt Payments”


“Successor
Borrower”


“Transfer
and Assumption Agreement”


 


During
the Fixed Rate Period, the above definitions will apply.


  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 123



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


TRADE NAMES


 


(Revised
3-1-2014)


 


The following
changes are made to the Loan Agreement which precedes this Rider:


 


		A.	Section
                                         6.30 is deleted and replaced with the following:



 


		6.30	Lender’s
                                         Right To Use Trade Name. Notwithstanding anything contained in this Loan Agreement,
                                         Borrower agrees that Lender will have an irrevocable license, coupled with an interest
                                         and for which consideration has been paid and received, to use the name “St. Andrew’s
                                         Village” and/or associated trademark rights and trade names relating to any of
                                         the Mortgaged Property for a period not to exceed 120 days after the date Lender acquires
                                         the Mortgaged Property by foreclosure or deed-in-lieu of foreclosure.



 


		B.	Section
                                         (xv) of the definition of “Mortgaged Property” in Article XII is modified
                                         to read as follows:



 


		(xv)	All
                                         names under or by which any of the Mortgaged Property may be operated or known, and all
                                         trademarks, trade names and goodwill relating to any of the Mortgaged Property; provided
                                         however, that the name “St. Andrew’s Village” and/or associated trademark
                                         rights are not assigned to Lender, subject to Section 6.30 of this Loan Agreement.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 124



    	 



    

  


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT





MEDICARE,
MEDICAID AND


GOVERNMENTAL
PAYOR PROGRAMS – SENIORS HOUSING


 


(Revised
3-1-2014)


 


The following
changes are made to the Loan Agreement which precedes this Rider:


 


		A.	Section
                                         6.28(a) is deleted and replaced with the following:



 


		(a)	No
                                         more than 25% of the total number of beds at the Facility may be allocated to residents
                                         who participate in a Governmental Payor Program.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 125



    	 



    

 


RIDER TO
MULTIFAMILY HOUSING LOAN AND SECURITY AGREEMENT


 


OPERATING
LEASE – SENIORS HOUSING


 


(Revised
3-1-2014)


 


The following
changes are made to the Loan Agreement which precedes this Rider:


 


		A.	Section
                                         5.39 is deleted and replaced with the following:



 


		5.39	Seniors
                                         Housing Operator. Any management or similar agreement or Operating Lease between
                                         Borrower and Operator or between Operator and any Property Manager or Facility Operator
                                         are in full force and effect and there is no default, breach or violation existing under
                                         any management or similar agreement or Operating Lease by any party thereto and no event
                                         (other than payments due but not yet delinquent) which, with the passage of time or with
                                         notice and the expiration of any grace or cure period, would constitute a default, breach
                                         or violation by any party under any management or similar agreement or Operating Lease.



 


		B.	Sections
                                         6.07(d) and (e) are deleted and replaced with the following:



 


		(d)	Form
                                         of Statements; Audited Financials. A natural person having authority to bind Borrower
                                         (or, as the context requires, the SPE Equity Owner, Operator or Guarantor, as applicable)
                                         will certify each of the statements, schedules and reports required by Sections 6.07(b),
                                         6.07(c), 6.07(f) and 11.05(b) to be complete and accurate. Each of the statements, schedules
                                         and reports required by Sections 6.07(b), 6.07(c), 6.07(f) and 11.05(b) will be
                                         in such form and contain such detail as Lender may reasonably require. Lender also may
                                         require that any of the statements, schedules or reports listed in Sections 6.07(b),
                                         6.07(c), 6.07(f) and 11.05(b) be audited at Borrower’s expense by independent
                                         certified public accountants acceptable to Lender, at any time when an Event of Default
                                         has occurred and is continuing or at any time that Lender, in its reasonable judgment,
                                         based on market conditions, the condition
                                         of the Mortgaged Property and/or the content of the statements, schedules or reports
                                         that have been provided to Borrower (or if Borrower has failed to provide in a timely
                                         manner any of such statements, schedules or reports), determines
                                         that audited financial statements are required for an accurate assessment of the financial
                                         condition of Borrower or of the Mortgaged Property.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 126



    	 



    

 


		(e)	Failure
                                         to Timely Provide Financial Statements. If Borrower fails to provide, or cause
                                         to be provided, in a timely manner the statements, schedules and reports required by
                                         Sections 6.07(b), 6.07(c), 6.07(f) and 11.05(b), Lender will give Notice to Borrower
                                         specifying the statements, schedules and reports required by Sections 6.07(b), 6.07(c),
                                         6.07(f) and 11.05(b) that Borrower has failed to provide or cause to be provided. If
                                         Borrower has not provided or caused to be provided the required statements, schedules
                                         and reports within 10 Business Days following such Notice, then (i) Borrower will pay
                                         a late fee of $500 for each late statement, schedule or report, plus an additional $500
                                         per month that any such statement, schedule or report continues to be late, and (ii)
                                         Lender will have the right to have the books and records relating to the Mortgaged Property
                                         audited, at Borrower’s expense, by independent certified public accountants selected
                                         by Lender in order to obtain such statements, schedules and reports, and all related
                                         costs and expenses of Lender will become immediately due and payable and will become
                                         an additional part of the Indebtedness as provided in Section 9.02. Notice to Borrower
                                         of Lender’s exercise of its rights to require an audit will not be required in
                                         the case of an emergency, as determined in Lender’s Discretion, or when an Event
                                         of Default has occurred and is continuing.



 


		C.	Section
                                         6.07(i) is deleted and replaced with the following:



 


		(i)	Borrower
                                         will cause Operator to furnish Lender each of the following:



 


		(i)	If, in
                                         connection with this Loan, the Borrower purchased the Mortgaged Property, then a statement
                                         of income and expenses for Operator’s operation of the Mortgaged Property from
                                         the origination date to the end of the first full calendar quarter following such origination
                                         date, such statement to be provided within 25 days after the end of such quarter; or,
                                         for all other cases (for example, a refinance of a loan, a purchase of partnership or
                                         other interests, or new debt being placed on the Mortgaged Property), a statement of
                                         income and expenses for Operator’s operation of the Mortgaged Property for the
                                         trailing 6 months, such statement to be provided within 25 days after the end of such
                                         quarter.



 


		(ii)	After
                                         Borrower has caused Operator to furnish such statements required by Section 6.07(i)(i)
                                         above, within 25 days after the end of each subsequent calendar quarter of Operator,
                                         the following:



 


		(A)	A Rent
                                         Schedule.



 


		(B)	A statement
                                         of income and expenses for Operator’s operation of the Mortgaged Property for that
                                         calendar quarter.



 


		(iii)	Within
                                         25 days after the end of each fiscal quarter of Operator, a statement of change in financial
                                         position of Borrower, a balance sheet showing all assets and liabilities of Operator
                                         relating to the Mortgaged Property as of the end of that fiscal quarter.



 


		(iv)	Within
                                         90 days after the end of each fiscal year of Operator, each of the following:



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 127



    	 



    

  


		(A)	An annual
                                         statement of income and expenses for Operator’s operation of the Mortgaged Property
                                         for that fiscal year.



 


		(B)	A statement
                                         of changes in financial position of Borrower relating to the Mortgaged Property for that
                                         fiscal year.



 


		(C)	A balance
                                         sheet showing all assets and liabilities of Operator relating to the Mortgaged Property
                                         as of the end of that fiscal year and a profit and loss statement for Operator.



 


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



 


		(v)	Prior
                                         to a Securitization, if applicable, and thereafter upon Lender’s reasonable request:



 


		(A)	A monthly
                                         Rent Schedule and a monthly statement of income and expenses for Operator’s operation
                                         of the Mortgaged Property.



 


		(B)	Such
                                         other financial information or property management information (including information
                                         on tenants under Leases to the extent such information is available to Operator, copies
                                         of bank account statements from financial institutions where funds owned or controlled
                                         by Operator are maintained, and an accounting of security deposits) as may be required
                                         by Lender from time to time.



 


		D.	Section
                                         6.30 is deleted and replaced with the following:



 


		6.30	Additional
                                         Covenants Regarding Operator.



 


		(a)	Borrower
                                         will furnish to Lender (i) within 5 days after the receipt by Borrower from Operator,
                                         copies of any and all notices of Borrower’s default or failure to pay or perform
                                         an obligation under the Operating Lease, and/or (ii) immediately upon the issuance by
                                         Borrower to Operator, copies of any and all notices of Operator’s default or failure
                                         to pay or perform an obligation under the Operating Lease.



 


		(b)	Without
                                         the prior written approval of Lender, Borrower will not take any of the following actions:



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 128



    	 



    

  


		(i)	Surrender,
                                         terminate, cancel, modify, renew or extend the Operating Lease. 



 


		(ii)	Permit
                                         the change of the Operator.



 


		(iii)	Enter
                                         into any other agreement relating to the operation of the Facility with the Operator
                                         or any other Person.



 


		(iv)	Consent
                                         to the assignment by the Operator of its interest under the Operating Lease or similar
                                         agreement.



 


		(c)	If
                                         at any time Lender consents to the appointment of a new Facility Operator, such new operator
                                         and Borrower will, as a condition of Lender’s consent, execute an assignment of
                                         operating agreement, in a form acceptable to Lender in Lender’s Discretion. If
                                         any such replacement operator is an Affiliate of Borrower, and if a nonconsolidation
                                         opinion was delivered at the origination of the Loan, Borrower will deliver to Lender
                                         an updated nonconsolidation opinion in form and substance satisfactory to Lender with
                                         regard to nonconsolidation.



 


		E.	Section 7.02(h) is deleted
and replaced with the following:



 


		(h)	Any
                                         Transfer described in Sections 7.02(b) through (e); provided, however, that for purposes
                                         of this Section 7.02(h), Sections 7.02(b) through (e) are modified to replace the word
                                         “Borrower” or the phrase “Borrower or any Designated Entity for Transfers”,
                                         as applicable, with “Operator.”



 


		F.	Sections 9.01(x) and 9.01(y)
are deleted and replaced with the following:



 


		(x)	With
                                         regard to the Operating Lease:



 


		(i)	The Operating
                                         Lease is terminated for any reason prior to the stated term of the Operating Lease or
                                         during any renewal period of the Operating Lease.



 


		(ii)	Operator
                                         fails to exercise any or all renewal options contained in the Operating Lease.



 


		(iii)	Borrower
                                         and Operator amend, modify or revise in any way the Operating Lease without the prior
                                         written consent of Lender.



 


		(iv)	A default
                                         occurs and is continuing under the Operating Lease.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 129



    	 



    

 


Notwithstanding
the foregoing, it will not be an Event of Default upon the occurrence of any of (i), (ii), or (iv) if Borrower has entered into
a new Operating Lease for the Facility with a term commencing upon the termination of the existing Operating Lease (or as to circumstances
described in clause (iv), commencing upon the termination of the existing Operating Lease, which will be on a date agreed to by
Lender, in Lender’s sole discretion), containing the same terms and conditions as the existing Operating Lease or including
such other terms and conditions as Lender may have approved in writing, with a new operator for the Facility which Lender has
approved in writing prior to the execution of the new Operating Lease, which approval will be given in Lender’s sole discretion
in accordance with the terms of Section 6.30(b).


 


		(y)	Any
                                         failure by Operator to perform any of its obligations as and when required under any
                                         Loan Document which continues beyond the applicable cure period, if any, specified in
                                         that Loan Document.



 


		G.	The
                                         following definitions are added to Article XII:



 


“Operating
Lease” means the Lease Agreement, dated as of August 20, 2014, entered into by and between Borrower, as
landlord, and Operator, as tenant, leasing the Land and Improvements, together with certain personal property used in connection
with the Land and Improvements, as described in the Lease, and all modifications, extensions, renewals or replacements.


 


“Operator”
means ERB Opco SAV LLC, a Delaware limited LIABILITY company or another tenant of the Land and
Improvements under an Operating Lease which is approved by Lender in writing.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 130



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


EXPANSION
PROJECT


 


(Revised
3-1-2014)


 


The following changes are made to
the Loan Agreement which precedes this Rider:


 


		A.	Section 6.32
                                         is deleted and replaced with the following:



 


		6.32	Expansion
                                         Project. Lender will consider a request from Borrower to undertake the Expansion
                                         Project in accordance with this Section. Lender will have no obligation to consent to
                                         the Expansion Project if the Expansion Project is not acceptable to Lender in Lender’s
                                         Discretion; provided, however, that Lender will not withhold or condition its consent
                                         if all of the requirements set forth in this Section are satisfied.






		(a)	Prior
                                         to the commencement of the Expansion Project:



 


		(i)	At least
                                         30 days prior to the proposed commencement of the Expansion Project, Borrower must submit
                                         to Lender an Expansion Project Notice. The Expansion Project Notice may not
                                         be given during the last 4 years prior to the Maturity Date.



 


		(ii)	Along
                                         with the Expansion Project Notice, Borrower must submit a nonrefundable review fee in
                                         the amount of $10,000 and all documentation required for Lender to make the determinations
                                         set forth below.



 


		(iii)	Lender
                                         must determine that at the time of the Expansion Project Notice, no Event of Default
                                         has occurred and is continuing and no event or condition has occurred and is continuing
                                         that, with the giving of Notice or the passage of time, or both, would become an Event
                                         of Default.



 


		(iv)	At
                                         the time of the Expansion Project Notice, Borrower must provide Lender with the following
                                         for Lender’s review and approval.



 


		(A)	A certification
                                         from Borrower that the Expansion Project will not disturb the use or operation of the
                                         Property (including ingress, egress, parking and use of the amenities) by the existing
                                         tenants, except as expressly set forth in the plans and specifications for the Expansion
                                         Project.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 131



    	 



    

 


		(B)	All
                                         plans and specifications (to ensure that the appearance of the Additional Units is compatible
                                         with the remainder of the Property and that the Expansion Project will be of equivalent
                                         quality as the existing residential units in the Property), the development budget, permits
                                         required to commence the Expansion Project, construction contract and schedule of work.The
                                         documentation required pursuant to Section 5.25(c)(2)(B) of this Loan Agreement.



 


		(C)	Evidence
                                         that the Expansion Project will not result in the Mortgaged Property being in violation
                                         of any applicable zoning, subdivision or building laws, ordinances and regulations, including
                                         density, lot coverage and minimum parking requirements.



 


		(D)	Evidence
                                         that the Expansion Project will not cause a permanent material reduction in the number
                                         of residential units or quality of amenities at the Property except as expressly set
                                         forth in the plans and specifications for the Expansion Project.



 


		(E)	Evidence
                                         that there are adequate funds available for the Expansion Project and completion of the
                                         Expansion Project (at a level of at least 110% of the projected budget for the Expansion
                                         Project held in a segregated bank account and not commingled with other funds)
                                         and that the Expansion Project will not require any financing.



 


		(F)	Evidence
                                         of builders’ risk insurance coverage and all other insurance coverage required
                                         by Lender with respect to the Expansion Project, which insurance must be maintained in
                                         accordance with the terms of this Agreement. Borrower must deliver to Lender any endorsements
                                         to the Insurance.



 


		(v)	Borrower
                                         has demonstrated that once Borrower commences the Expansion Project, it will be completed
                                         within 24 months and in any case it will be completed at least
                                         3 years prior to the Maturity Dateafter the date of this Loan Agreement.



 


		(b)	At the
                                         time of the Expansion Project Notice, Lender has determined that:



 


		(i)	The
                                         debt coverage ratio for the Mortgage is no less than 1.40X.



 


		(ii)	The
                                         loan to value ratio of the Mortgage to the then current value of the Property is no greater
                                         than 71%.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 132



    	 



    

 


		(c)	Borrower
                                         pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’
                                         Fees and Costs, incurred by Lender in connection with the review of the Expansion Project.



 


		(d)	Prior
                                         to the commencement of the Expansion Project, but after all of the requirements set forth
                                         in (a) through (c) are met, if Lender has consented to the Expansion Project, Guarantor
                                         must execute a completion guaranty for the Expansion Project, in the form attached to
                                         this Loan Agreement as Exhibit O, which will terminate upon issuance of all final
                                         certificates of occupancy for the Expansion Project.



 


		(e)	The
                                         Borrower is not required to begin the Expansion Project; however, if Borrower commences
                                         the Expansion Project, all of the following conditions will be applicable.



 


			



		(i)	The
                                         Expansion Project must be completed in a good and workmanlike manner free and clear of
                                         all liens including any financing lien and liens of materialmen and mechanics within
                                         24 months and in any case it must be completed at least 3 years
                                         prior to the Maturity Dateafter the date of this Loan Agreement.



 


		(ii)	The
                                         Servicer, or an agent/engineer on its behalf, must conduct quarterly inspections at Borrower’s
                                         expense until issuance of all temporary certificates of occupancy. The Servicer may charge
                                         an inspection fee not to exceed $1,500.



 


		(iii)	Upon
                                         completion of the Expansion Project, Borrower must provide Lender with the temporary
                                         or permanent certificate(s) of occupancy, evidence of continued zoning compliance, an
                                         endorsement to the title policy evidencing that the Mortgage continues to be first Lien
                                         and that there are not any subordinate liens, architect’s certificate of substantial
                                         completion, and final Lien waivers from all applicable contractors and other parties
                                         providing material or services in connection with the Expansion Project. Borrower must
                                         also provide Lender with a revised survey.



 


		(iv)	If
                                         Borrower has not provided Lender with permanent certificates of occupancy at the completion
                                         of the Expansion Project, Borrower must obtain final certificates of occupancy within
                                         18 months after completion of the Expansion Project (“C of O Termination
                                         Date”). If Borrower has not obtained final certificates of occupancy by the
                                         C of O Termination Date, such failure will not constitute an Event of Default provided
                                         that all of the following are true.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 133



    	 



    

 


		(A)	Borrower
                                         has provided Lender with evidence that Borrower has diligently pursued having all final
                                         certificates of occupancy issued.



 


		(B)	The failure
                                         to have all final certificates of occupancy issued is because of inaction by the municipality
                                         or other events beyond the control of Borrower.



 


		(C)	Until
                                         the issuance of the final certificates of occupancy, Borrower will have delivered status
                                         updates to Lender on a quarterly basis.



 


		(D)	At all
                                         times following substantial completion but prior to the issuance of the final certificates
                                         of occupancy, a temporary certificate of occupancy will be in effect.



 


		B.	The following
                                         definitions are added to Article XII:



 


“Additional
Units” means (i) up to 20 new Assisted Living Residences which are devoted to Alzheimer’s care, dementia
care and/or memory care and (ii) up to 24 new Skilled Nursing Units.


 


“Best
Efforts” means Borrower’s diligent pursuit of the final certificates of occupancy. Borrower’s Best Efforts
will be demonstrated by providing Lender with evidence of written correspondence and a log of telephone contacts including the
date of the call and the person contacted.


 


“Expansion
Project Notice” means a written request to Lender for approval to begin the Expansion Project.


 


“Expansion
Project” means all or any of the following:


 


		(i)	The construction of the Additional
Units.



 


		(ii)	Reserved.



 




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RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT 


 


PROPERTY
IMPROVEMENT ALTERATIONS


 


(Revised
6-24-2014)


 


The following changes are made to
the Loan Agreement which precedes this Rider:


 


		A.	Section 6.09(e)
                                         is deleted and replaced with the following:



 


		(e)	Alteration
                                         of Mortgaged Property. Borrower will give Notice to Lender of and, unless otherwise
                                         directed in writing by Lender, will appear in and defend any action or proceeding purporting
                                         to affect the Mortgaged Property, Lender’s security or Lender’s rights under
                                         this Loan Agreement. Borrower will not (and will not permit any tenant or other Person
                                         to) remove, demolish or alter the Mortgaged Property or any part of the Mortgaged Property,
                                         including any removal, demolition or alteration occurring in connection with a rehabilitation
                                         of all or part of the Mortgaged Property, except that each of the following is permitted:



 


		(i)	Repairs
                                         or Capital Replacements pursuant to Sections 4.03 or 4.04.



 


		(ii)	Repairs
                                         or Capital Replacements made in connection with the replacement of tangible Personalty.



 


		(iii)	If Borrower
                                         is a cooperative housing corporation or association, Repairs or Capital Replacements
                                         to the extent permitted with respect to individual dwelling units under the form of a
                                         proprietary lease or occupancy agreement.



 


		(iv)	Repairs or Capital Replacements
in connection with making an individual unit ready for a new occupant or pursuant to Sections 6.09(a) and (c).



 


		(v)	Property
                                         Improvement Alterations, provided that each of the following conditions is satisfied:



 


		(A)	At least
                                         30 days prior to the commencement of any Property Improvement Alterations, Borrower must
                                         submit to Lender a Property Improvement Notice. The Property Improvement Notice must
                                         include all of the following information:



 


		(1)	The expected
                                         start date and completion date of the Property Improvement Alterations.



 


		(2)	A description
                                         of the anticipated Property Improvement Alterations to be made





    	Multifamily Loan and Security Agreement – Seniors Housing	Page 135



    	 



    

  


		(3)	The projected
                                         budget of the Property Improvement Alterations and the source of funding.



 


In
the event any changes to Property Improvement Alterations as described in the Property Improvement Alterations Notice are made
that extend beyond the overall scope and intent of the Property Improvement Alterations set forth in the Property Alterations
Notice (e.g., renovations changed to renovate common areas but Property Improvement Alterations Notice only described renovations
to the residential dwelling unit bathrooms), Borrower must submit a new Property Alterations Notice to Lender in accordance with
this subsection 6.09(e)(v)(A).


 


		(B)	The
                                         Property Improvement Alterations may not be commenced within 12 months prior to the Maturity
                                         Date without prior written consent of the Lender and must be completed at least 6 months
                                         prior to the Maturity Date.



 


		(C)	Neither
                                         the performance nor completion of the Property Improvement Alterations may result in
                                         any of the following:



 


		(1)	An adverse
                                         effect on any Major Building Systems.



 


		(2)	A change
                                         in residential dwelling unit configurations on a permanent basis.



 


		(3)	An increase or decrease in
the total number of residential dwelling units.



 


		(4)	The demolition
                                         of any existing Improvements.



 


		(5)	A permanent
                                         obstruction of tenants’ access to units or a temporary obstruction of tenants’
                                         access to units without a reasonable alternative access provided during the period of
                                         renovation which causes the obstruction.



 


		(D)	The
                                         cost of the Property Improvement Alterations made to residential dwelling units during
                                         the term of the Mortgage must not exceed the Property Improvement Total Amount.



 


		(E)	The
                                         Leases used to calculate Minimum Occupancy for use in Section 6.09(e)(vi)(I) must meet
                                         all of the following conditions:



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 136



    	 



    

  


		(1)	The Leases
                                         are with tenants that are not Affiliates of Borrower or Guarantor (except as otherwise
                                         expressly agreed by Lender in writing).



 


		(2)	The Leases
                                         are on arms’ length terms and conditions.



 


		(3)	The Leases
                                         otherwise satisfy the requirements of the Loan Documents.



 


		(F)	The
                                         Property Improvement Alterations must be completed in accordance with Section 6.14 and
                                         any reference to Repairs in Sections 6.06 and 6.14 will be deemed to include Property
                                         Improvement Alterations.



 


		(G)	Upon
                                         completion of the applicable Property Improvement Alterations, Borrower must provide
                                         all of the following to the Lender:



 


		(1)	Borrower’s
                                         Certificate of Property Improvement Alterations Completion, in the form attached as Schedule
                                         1 to this Rider (“Certificate of Completion”).



 


		(2)	Any other
                                         certificates or approval, acceptance or compliance required by Lender, including certificates
                                         of occupancy, from any Governmental Authority having jurisdiction over the Mortgaged
                                         Property and the Property Improvement Alterations and professional engineers certifications.



 


		(H)	Borrower
                                         must deliver to Lender within 10 days of Lender’s request a written status update
                                         on the Property Improvement Alterations.



 


		(I)	While
                                         Property Improvement Alterations that result in individual residential dwelling units
                                         not being available for leasing are ongoing, if a Rent Schedule shows that the occupancy
                                         of the Mortgaged Property has decreased to less than the Minimum Occupancy, Borrower
                                         must take each of the following actions:



 


		(1)	Complete
                                         all pending Property Improvement Alterations to such individual residential dwelling
                                         units in a timely manner until the Mortgaged Property satisfies the Minimum Occupancy
                                         requirement.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 137



    	 



    

 


		(2)	Suspend
                                         any additional Property Improvement Alterations which would cause residential dwelling
                                         units to be unavailable for leasing until the Mortgaged Property satisfies the Minimum
                                         Occupancy requirement.



 


		(J)	In the
                                         event Property Improvement Alterations have commenced on the Mortgaged Property, Borrower
                                         will deliver to Lender, upon Lender’s request, the Certificate of Completion together
                                         with such additional information as Lender may request within a timely manner.



 


		(K)	At no
                                         time during the term of the Mortgage may the Property Improvement Total Amount (including
                                         any amounts expended by Borrower on Property Improvement Alterations for Non-Residential
                                         Units) outstanding for services and/or materials that are then due and payable exceed
                                         $3,020,500. 



  


		B.	The following
                                         definitions are added to Article XII:



 


“Major
Building System” means one that is integral to the Improvements, providing basic services to the tenants and other occupants
of the Improvements including


 


		·	Electrical
                                         (electrical lines or power upgrades, excluding fixture replacement)



		·	HVAC
                                         (central and unit systems, excluding replacement of in kind unit systems)



		·	Plumbing
                                         (supply and waste lines, excluding fixture replacement)



		·	Structural
                                         (foundation, framing, and all building support elements)



 


“Minimum
Occupancy” means 88% of units at the Mortgaged Property with leases that comply with Section 5.11 and Section 6.09(e)(v)(E).


 


“Property
Improvement Alterations” means alterations and additions to the Improvements existing at or upon the Mortgaged Property
as of the date of this Loan Agreement, which are being made to renovate or upgrade the Mortgaged Property and are not otherwise
permitted under this Section 6.09(e). Repairs, Capital Replacements, Restoration or other work required to be performed at the
Mortgaged Property pursuant to Sections 6.10 or 6.11 will not constitute Property Improvement Alterations.


 


“Property
Improvement Notice” means a Notice to Lender that Borrower intends to begin the Property Improvement Alterations identified
in the Property Improvement Notice.


 


“Property
Improvement Total Amount” means the aggregate of $8,580,000 during the term of the Mortgage.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 138



    	 



    

 


SCHEDULE
1





 


Freddie
Mac Loan No. for Floating Rate Period: 504189492


Freddie
Mac Loan No. for Fixed Rate Period: 504189077


Property Name:
St. Andrew’s Village


 


BORROWER’S
CERTIFICATE OF


PROPERTY
IMPROVEMENT ALTERATIONS COMPLETION


 


(Revised
6-10-2014)


 


THIS BORROWER’S
CERTIFICATE OF PROPERTY IMPROVEMENT ALTERATIONS COMPLETION (“Certificate”) is made as of _______ ___, 20___,
by SENTIO STAV LANDLORD, LLC, a Delaware limited liability company (“Borrower”) for the benefit of ________________,
a ________________, and it successors and assigns (collectively, “Lender”).


 


In connection
with Section 6.09(e)(v)(G) of the Loan Agreement, Borrower certifies to Lender as follows:


 


[INSERT
THE APPLICABLE SECTION (a) AND DELETE THE OTHER:


 


USE THE
FOLLOWING IF ALL PROPERTY IMPROVEMENT ALTERATIONS THAT WERE COMMENCED HAVE BEEN COMPLETED] 


 


		(a)	All Property
                                         Improvement Alterations described in the Property Improvement Notice that were commenced
                                         have been completed. The completed Property Improvement Alterations and their completion
                                         dates are as follows:



 





	Description of Property Improvement

Alteration Commenced	 	Completion Date
	 	 	 
	 	 	 




  


OR


 


[USE THE FOLLOWING IF MINIMUM
OCCUPANCY HAS DECREASED BELOW THE MINIMUM OCCUPANCY REQUIREMENT AND NOT ALL THE PROPERTY IMPROVEMENT ALTERATIONS THAT WERE COMMENCED
HAD BEEN COMPLETED AT SUCH TIME] 


 


		(a)	All Property
                                         Improvement Alterations described in the Property Improvement Notice that resulted in
                                         individual residential dwelling units not being available for leasing that were commenced
                                         have been or will be completed in a timely manner. Such Property Improvement Alterations
                                         that were commenced and their completion dates and/or, if applicable, anticipated completion
                                         dates, are as follows:





    	Multifamily Loan and Security Agreement – Seniors Housing	Page 139



    	 



    

  


	Description of Property

Improvement Alteration

Commenced	 	Completion

Date	 	Anticipated

Completion 

Date	 	Comments
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 


		(b)	The completed
                                         Property Improvement Alterations were completed in a good and workmanlike manner and
                                         in compliance with all laws (including, without limitation, any and all life safety laws,
                                         environmental laws, building codes, zoning ordinances and laws for the handicapped and/or
                                         disabled)



 


		(c)	Should Borrower
                                         intend to contest any claim or claims for labor, materials or other costs, Borrower agrees
                                         to give Lender notice within 30 days of the existence of such claim or claims and certifies
                                         to Lender that payment of the full amount which might in any event be payable in order
                                         to satisfy such claim or claims will be made.



 


[INSERT
THE FOLLOWING IF MINIMUM OCCUPANCY HAS DECREASED BELOW THE MINIMUM OCCUPANCY REQUIREMENT]


 


		(d)	Any additional
                                         Property Improvement Alterations not yet commenced which would cause residential dwelling
                                         units to be unavailable for leasing have been suspended.



 





	SENTIO STAV LANDLORD, LLC,
	a Delaware limited liability company
	 	 
	By:  	 
	 	John Mark Ramsey, Authorized Signatory




  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 140



    	 



    

 


RIDER TO
MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Acuity
Mix Conversion – SENIORS HOUSING


 


(Revised
3-1-2014)


 


The following changes are made to
the Loan Agreement which precedes this Rider:


 


		A.	Section 5.25(c) is deleted and replaced
                                         with the following:



 


		(c)	Acuity Mix Conversion.



 


		(i)	Conditionally
                                         Permitted Actions. In addition to and after an increase in
                                         the number and total percentage of Assisted Living Residences and Independent Living
                                         Units at the Mortgaged Property by up to 10% 25%
                                         as permitted by Section 5.25(b), Borrower may undertake
                                         the Expansion Project, which will include the following actions (“Acuity
                                         Mix Conversion”), subject to Borrower’s satisfaction of the conditions
                                         of this Section 5.25(c) and the conditions of Section 6.32:



 


		(A)	Convert
                                         up to ____ Independent Living Units to Assisted Living Residences (up to a maximum ____
                                         beds) which are not for Alzheimer’s care, dementia care and/or memory care.



 


		(B)	Convert
                                         up to ____ Independent Living Units to Assisted Living Residences (up to a maximum ____
                                         beds) which are devoted to Alzheimer’s care, dementia care and/or memory care.



 


		(C)	Convert
                                         up to ____ Assisted Living Residences to residences which are devoted to Alzheimer’s
                                         care, dementia care and/or memory care (up to a maximum ____ beds).



 


		(D)	Add
                                         up to ____ new [Independent Living Units OR Assisted
                                         Living Residences which are not for Alzheimer’s care, dementia care and/or memory
                                         care OR 20 new Assisted Living Residences which are
                                         devoted to Alzheimer’s care, dementia care and/or memory care to the existing Mortgaged
                                         Property.



 


		(B)	Add
                                         up to 24 new Skilled Nursing Units to the existing Mortgaged Property.



 


			Notwithstanding
                                         the foregoing, in no event may Borrower increase the total number of units by more than
                                         (i) 20 units for Facilities containing 75 units or less, or (ii) 30% for Facilities containing
                                         more than 75 units.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 141



    	 



    

  


An
approved Acuity Mix Conversion may be started on or after the earlier of (1) 12 months after the date of this Agreement, and (2)
the Securitization. The Acuity Mix Conversion must be started at least 6 months prior to the Maturity Date. Any Acuity
Mix Conversion undertaken at the Property must be completed no later than 24 months after the date of this
Loan AgreementLender’s approval, or a date reasonably determined by Lender at the time of approval of a request
for approval of an Acuity Mix Conversion.


 


		(ii)	Approval
                                         Conditions.



 


		(A)	General
                                         Requirements. In connection with any request by Borrower for Lender to approve an
                                         Acuity Mix Conversion, each of the following will apply:



 


		(1)	No
                                         Event of Default may existBorrower must be in compliance with the requirements
                                         set forth in Section 6.32.



 


		(2)	Borrower must pay or reimburse
Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection
with approval and completion of the Acuity Mix Conversion including recording costs, construction monitoring and inspections.



 


		(3)	No more
                                         than one request for approval of Acuity Mix Conversion areis
                                         permitted during the term of the Loan.



 


		(4)	If
                                         the estimated cost of completion of the Acuity Mix Conversion as provided by Borrower
                                         and accepted by Lender in Lender’s Discretion (“Estimated Cost of Completion”)
                                         is equal to or less than 5% of the unpaid principal balance of the Loan, the Estimated
                                         Cost of Completion may not exceed $2,000,000Reserved.



 


		(5)	If
                                         the Estimated Cost of Completion is greater than 5% but equal to or less than 15% of
                                         the unpaid principal balance of the Loan, the Estimated Cost of Completion may not exceed
                                         $5,000,000Reserved.



 


		(6)	If
                                         the Estimated Cost of Completion is greater than 15% but equal to or less than 25% of
                                         the unpaid principal balance of the Loan, the Estimated Cost of Completion may not exceed
                                         $10,000,000Reserved.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 142



    	 



    

 


		(7)	In no
                                         event may the Estimated Cost of Completion estimated cost of completion
                                         of the Acuity Mix Conversion as provided by Borrower and accepted by Lender in Lender’s
                                         Discretion (“Estimated Cost of Completion”) exceed the lesser of
                                         $10,000,000 or 25% of the unpaid principal balance of the Loan.



 


		(B)	Content
                                         of Request for Approval of Acuity Mix Conversion. In connection with any request
                                         to Lender for approval of an Acuity Mix Conversion, Borrower must do each of the following:



 


		(1)	Provide
                                         a complete set of construction plans and specifications, budget, source of funds, construction
                                         contract, schedule of completion (including details of any temporary unavailability of
                                         units during construction), plans to mitigate tenant disruption during construction (including
                                         tenant relocation, noise abatement, dust control, access, parking and “construction
                                         shutdown” hours) and business and marketing plan.



 


		(2)	Provide
                                         a list identifying the proposed units subject to the Acuity Mix Conversion, the proposed
                                         new units resulting from the Acuity Mix Conversion, if applicable, and the units that
                                         will remain occupied during the Acuity Mix Conversion.



 


		(3)	Provide
                                         existing and to-be-built floor plans for all buildings on the Mortgaged Property.



 


		(4)	Demonstrate
                                         that (a) the debt coverage ratio (“DCR”) for the Mortgaged Property at the
                                         time of the request for approval of an Acuity Mix Conversion is no less than 10 basis
                                         points below _____ (“DCR Required for Conversion”), or (b) the DCR is at
                                         least 1.25x, and Borrower either funds an escrow (“DCR Shortfall Escrow”)
                                         or provides Lender with a Letter of Credit (“DCR Shortfall LOC”), each in
                                         the amount equal to the difference between the DCR Required for Conversion and the actual
                                         DCR for the anticipated term of the Acuity Mix Conversion. Lender will release the DCR
                                         Shortfall Escrow or DCR Shortfall LOC, as applicable, after final completion of the Acuity
                                         Mix Conversion and the Mortgaged Property’s attainment of the DCR Required for
                                         ConversionReserved.





 






    	Multifamily Loan and Security Agreement – Seniors Housing	Page 143



    	 



    



 


(5)         Provide
evidence of cash reserves necessary to complete construction, including a “contingency” line item in the budget of
at least 10%Reserved.


 


(6)         Provide
current income and expense statements for the prior 3-month and 12-month periods and a proforma quarterly income and expense statement
projected for the following three years. The proforma income and expense statement must reflect the number of units of each Intended
Use type available for rent each monthReserved.


 


(7)         Provide
evidence of current rental rates for each Intended Use type to be constructed and demand data substantiating market need for additional
units of each Intended Use typeReserved.


 


(8)         ReservedProvide
evidence of projected value creation based on the proposed Acuity Mix Conversion, including evidence that any previous Acuity
Mix Conversion has resulted in value creation. 


______ 


			



(a)          Borrower
must deliver a current appraisal to Lender in the following instances:


			



 ______________ 


(i)          The
estimated cost of completion of the Acuity Mix Conversion is equal to or less than 5% of the unpaid principal balance of the Loan
but will result in an increase or decrease in the total number of units or square footage.


 


(ii)         The
estimated cost of completion of the Acuity Mix Conversion is greater than 5% of the unpaid principal balance of the Loan.


 


(b)          If
an appraisal is not required, Borrower must deliver to Lender a broker’s opinion as to the projected additional value created
by the Acuity Mix Conversion.


 


(c)          In
all instances, the evidence of projected value creation must demonstrate a value of the Mortgaged Property equal to or greater
than the value at the time of the origination of the Mortgage, and must include both of the following:


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 144



    	 



    

  


(i)          The
“as is” value immediately prior to commencement of the Acuity Mix Conversion.


 


(ii)         The
“as completed” value upon completion of the Acuity Mix Conversion and re-stabilization of the Mortgaged Property.


 


(9)         ReservedIf
the Note is held by a REMIC trust, if required by Lender, Borrower provides an opinion of counsel for Borrower, in form and substance
satisfactory to Lender in its sole and absolute discretion, confirming each of the following:


  


(a)          The
Acuity Mix Conversion has been effected in accordance with the requirements of Treasury Regulation Section 1.860G-2(a)(8) (as such
regulation may be modified, amended or replaced from time to time).


  


(b)          The
qualification and status of the REMIC trust as a REMIC will not be adversely affected or impaired as a result of the Acuity Mix
Conversion.


  


(c)          The
REMIC trust will not incur a tax under Section 860G(d) of the Tax Code as a result of the Acuity Mix Conversion.


  


(10)        ReservedPay
a review fee of $5,000 to Lender; $3,000 of which will be earned and payable upon any request for Lender’s approval under
this Section, and $2,000 of which will be earned and payable upon Lender’s approval of any request for approval of an Acuity
Mix Conversion under this Section.


 


(iii)        ReservedRequirements
Prior to Commencement. Prior to commencement of an Acuity Mix Conversion, Borrower must satisfy each of the following conditions:



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 145



    	 



    

  


(A)         Borrower
must cause Guarantor to execute a completion guaranty using Lender’s then-current form (“Completion Guaranty”).


 


(B)         If
the Estimated Cost of Completion is greater than 5% of the unpaid principal balance of the Loan, Borrower must execute a reserve
agreement using the Lender’s then-current form and fund a reserve (“Acuity Mix Conversion Completion Reserve”)
in one of the following two ways:


 


(1)         If
the Estimated Cost of Completion is greater than 5% and equal to or less than 15% (but in no event greater than $5,000,000), Borrower
must deposit funds equal to 20% of the Estimated Cost of Completion into the Acuity Mix Conversion Completion Reserve. Lender will
release the Acuity Mix Conversion Completion Reserve upon review and approval by Lender of evidence provided by Borrower demonstrating
(a) 90% of the Estimated Cost of Completion has been expended and the Acuity Mix Conversion is on schedule and budget according
to the inspecting architect/engineer report or applicable AIA form, and (b) the Mortgage Property’s re-stabilization and
attainment of a DCR equal to or greater than ______. [INSERT THE CURRENT MINIMUM CREDIT
POLICY FOR DCR]


   


(2)         If
the Estimated Cost of Completion is greater than 15% and equal to or less than 25% (but in no event greater than $10,000,000),
Borrower must deposit funds equal to 35% of the Estimated Cost of Completion into the Acuity Mix Conversion Completion Reserve.
Lender will release the Acuity Mix Conversion Completion Reserve upon review and approval by Lender of evidence provided by Borrower
demonstrating (a) 75% of the Estimated Cost of Completion has been expended and the Acuity Mix Conversion is on schedule and budget
according to the inspecting architect/engineer report or applicable AIA form, and (b) the Mortgage Property’s re-stabilization
and attainment of a DCR equal to or greater than ______. [INSERT THE CURRENT MINIMUM CREDIT
POLICY FOR DCR]


 


(C)         Borrower
must provide Lender assignments of all contracts, plans and specifications for the Acuity Mix Conversion. The architect and contractor
must consent to the assignments.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 146



    	 



    

  


(D)         Borrower
must provide to Lender: (1) copies of final plans and specifications, (2) copy of the final construction contract, and (3) evidence
of builder’s risk insurance coverage if the Estimated Cost of Completion is greater than $10,000.


 


(iv)        Requirements
During an Acuity Mix Conversion.


 


(A)         ReservedAt
all times during an Acuity Mix Conversion, the unit occupancy of the Mortgaged Property must be sufficient to maintain a DCR of
at least 1.10x. During an Acuity Mix Conversion, Borrower must provide Lender with a quarterly written certification of the occupancy
and DCR for the Mortgaged Property. At any time during the Acuity Mix Conversion that the DCR is lower than 1.10x, Borrower may
not take additional units out of service as part of the Acuity Mix Conversion.


 


(B)         ReservedInspections
of the Acuity Mix Conversion are required as follows:


 


(1)         If
the Estimated Cost of Completion is equal to or less than 5% of the unpaid principal balance of the Loan (and no more than $2,000,000),
Loan Servicer will complete the inspections at Borrower’s expense. 


 


(2)         If
the Estimated Cost of Completion is greater than 5% of the unpaid principal balance of the Loan or will result in an increase or
decrease in the total number of units or square footage, an independent third party construction inspector must complete the inspections
at Borrower’s expense.


 


(C)         Borrower
must provide Lender with the following on a quarterly basis:


 


(1)     
    Approval status with all applicable Governmental Authorities and licensing bodies of all required
licenses necessary for operation of the Mortgaged Property.


 


(2)        
 Evidence that any completed portion of the construction is in compliance with all applicable building codes and other
rules and regulations promulgated by any applicable Governmental Authority


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 147



    	 



    

  


(3)      
   A certificate signed by each major contractor and supplier of materials, as determined by Lender in
Lender’s Discretion, engaged to provide labor or materials for the construction stating that such contractor or
supplier has been paid in full for all work completed and that the portion of the construction provided by such contractor or
supplier has been fully completed in accordance with the plans and specifications (if any) that it has provided to
Borrower.


 


(4)  
       A schedule showing line item expenditures for the quarter against the corresponding
budgeted line items.


 


(5)    
     Requests for written approval by Lender for proposed reallocations of budgeted line items
greater than 5% of the Estimated Cost of Completion.


 


(6)   
      Report by the inspecting architect/engineer detailing the status of construction, percent
completion, and whether the construction is on schedule and on budget.


 


(v)         Requirements
Upon Completion of an Acuity Mix Conversion. Upon completion of an Acuity Mix Conversion:


 


(A)         ReservedLender
or its designee will inspect the Mortgaged Property in accordance with the terms of Section 6.06(a) to determine that all
construction has been completed in a manner acceptable to Lender.


 


(B)         Borrower
will provide evidence of approval status with all applicable Governmental Authorities and licensing bodies of all required licenses
necessary for operation of the Mortgaged Property after completion of construction including skilled nursing, assisted
living or memory care licenses, as applicable.


 


(C)         ReservedBorrower
will provide Lender with a certificate signed by each major contractor and supplier of materials, as reasonably determined by Lender,
engaged to provide labor or materials for the construction to the effect that such contractor or supplier has been paid in full
for all work completed and that the portion of the construction provided by such contractor or supplier has been fully completed
in accordance with the plans and specifications (if any) provided to it by Borrower and that such portion of the construction is
in compliance with all applicable building codes and other rules and regulations promulgated by any applicable Governmental Authority.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 148



    	 



    

  


(D)         ReservedBorrower
will provide Lender with a certificate signed by Borrower to the effect that the construction has been fully paid for and that
all money disbursed pursuant to this Loan Agreement has been used for the construction and no claim exists against Borrower or
against the Mortgaged Property out of which a lien based on furnishing labor or material exists or might ripen. If required by
Lender, Borrower also must certify to Lender that such portion of the construction is in compliance with all applicable building
codes and zoning ordinances.


 


(E)         ReservedIf
required by Lender, Borrower will provide a certificate signed by a professional engineer employed by Lender to confirm that the
construction has been completed in a good and workmanlike manner in compliance with any construction escrow agreement fund that
was required by Lender and all applicable building codes, zoning ordinances and other rules and regulations promulgated by applicable
Governmental Authorities.


 


(vi)        ReservedCalculation
of DCR for an Acuity Mix Conversion. For purposes of this Section 5.25(c), the calculation of DCR will be based on a 30-year amortization
schedule and will use a net operating income equal to the positive, annualized amount by which Effective Gross Income exceeds Expenses,
as determined by Lender in its sole discretion. In calculating DCR for any requirement of this Section 5.25(c), the following terms
will have the meanings set forth below: 


 


“Acceptable
Other Income” means any income actually collected by Borrower, other than Gross Potential Rent, from all of the following:


 


(i)          Laundry


 


(ii)         Vending


 


(iii)        Cable


 


(iv)        Utility
reimbursements from tenants


 


(v)         Short
term Lease premiums (up to a maximum of 5% of the units in the Mortgaged Property, net of any prepaid revenues)


 


(vi)        Parking
(net of any prepaid revenues)


 


(vii)       Income
from commercial units


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 149



    	 



    

  


(viii)      Any
other type of income actually collected by Borrower from the Mortgaged Property that is acceptable to and approved by Lender in
Lender’s Discretion, specifically excluding interest income. Pet income may be included at Lender’s Discretion. Acceptable
Other Income can include other seniors housing income that is standard for seniors housing properties, including, but not limited
to, community or entrance fees, second resident fees, and assisted living service income.


 


“Actual Fixed
Expenses” means: 


 


(i)          Taxes
for the Mortgaged Property.


 


(ii)         Insurance
premiums.


 


(iii)        Operating
expenses, including the Management Fee.


 


(iv)        The
amount of the monthly Replacement Reserve Deposit (even if such deposit is deferred).


 


“Bad Debt”
means that portion of Gross Potential Rent which is assumed not to be collected by Borrower due to tenant non-payment.


 


“Concessions”
means: (i) rental abatements, (ii) “free” rent, (iii) inducements, and (iv) other incentives.


 


“Effective Gross
Income” means the positive annualized amount of the Gross Potential Rent, net of the Concessions, subject to the Vacancy
Rate, minus Bad Debt, plus the Acceptable Other Income.


 


“Expenses”
means the greater of (i) the annualized Actual Fixed Expenses, and (ii) the Underwritten Expenses.


 


“Gross Potential
Rent” means the sum of (i) monthly rents actually collected from tenants under residential Leases identified in each
of the most current certified rent rolls, and (ii) achievable monthly rents attributable to residential vacant units, calculated
at market rents, as determined by Lender in Lender’s Discretion. (Market rents attributable to units occupied by employees
and model units may not be included in the calculation of Gross Potential Rent.)


 


“Management
Fee” means the underwritten management fee in the amount of 5% of Effective Gross Income.


 


“Underwritten
Expenses” means the amount of ___________.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 150



    	 



    

  


“Vacancy Rate”
means the greater of (i) actual vacancy, or (ii) 5%. Units occupied by employees and model units will be deemed occupied
for purposes of calculating the Vacancy Rate.


 


B.           The
following definitions areis added to Article XII:


 


“Acuity
Mix Conversion” or “Acuity Mix Conversion” is defined in Section 5.25(c)(i).


 


“Acuity
Mix Conversion Completion Reserve” is defined in 5.25(c)(iii)(B). 


 


“Completion
Guaranty” is defined in 5.25(c)(iii)(A). 


 


“DCR”
is defined in Section 5.25(c)(ii)(B)(4).


 


“DCR
Required for Conversion” is defined in Section 5.25(c)(ii)(B)(4).


 


“DCR
Shortfall Escrow” is defined in Section 5.25(c)(ii)(B)(4).


 


“DCR
Shortfall LOC” is defined in Section 5.25(c)(ii)(B)(4).


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page 151



    	 



    

  


EXHIBIT
A


 


DESCRIPTION
OF THE LAND


  


That certain real property located in Arapahoe
County, Colorado, described as follows:


 


Lot 1, Block 1,


SOUTHEAST CROSSING SUBDIVISION FILING NO. 7,


County of Arapahoe,


State of Colorado.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	 	Page A-1



    	 



    

  


EXHIBIT
B


 


MODIFICATIONS
TO multifamily LOAN AND SECURITY AGREEMENT


  


The following modifications are made to
the text of the Loan Agreement that precedes this Exhibit:


 


commitment
required MODIFICATIONS TO Multifamily Loan and security AGREEMENT


 


1.          Sections
5.25(a) and (b) are deleted in their entirety and replaced with the following:


 


(a)          The
residential units in the Facility are allocated as follows (“Intended Use”):


  


	1.	Independent Living Units	60%
	 		146 units
	 	 	 
	2.	Assisted Living Residences	24 %
	 	 	60 units
	 	 	60 beds
	3.	Assisted Living Residences	 
	 	devoted to Alzheimer’s care,	 
	 	dementia care and/or memory care	0 %
	 	 	0 units
	 	 	0 beds
	 	 	 
	4.	Skilled Nursing	16 %
	 	 	40 units
	 	 	58 beds
	 	 	 
	5.	This is a Continuing Care	Yes
	 	Retirement Community	 
	 	 	 
	 	If Yes, indicate whether the	 
	 	CCRC is “Entry Fee” or “Rental”	Entry Fee


 


(b)          The
number of units set aside as Assisted Living Residences and Independent Living Units may be decreased by no more than 10% of the
present number of total units in the Facility. The number of units set aside as Assisted Living Residences and Independent Living
Units may be increased by no more than 25% of the present number of total units in the Facility; provided, however, that in the
case of Independent Living Units, the percentage of Independent Living Units cannot exceed 50% of the total number of units in
the Facility. The number of Entry Fee units cannot exceed 75 units.”


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page B-1



    	 



    

  


2.          Section
6.06(a) is deleted in its entirety and replaced with the following:


 


6.06         Inspection.



 


(a)          Right
of Entry.


 


(i)          Borrower
will permit Lender, its agents, representatives and designees and any interested Governmental Authority to make or cause to be
made entries upon and inspections of the Mortgaged Property to inspect, among other things: (A) Repairs, (B) Capital Replacements,
in process and upon completion, and (C) Improvements (including environmental inspections and tests performed by professional inspection
engineers) during normal business hours, or at any other reasonable time, upon reasonable Notice to Borrower if the inspection
is to include occupied residential units (which Notice need not be in writing). During normal business hours, or at any other reasonable
time, Borrower will also permit Lender to examine all books and records and contracts and bills pertaining to the foregoing. Notice
to Borrower will not be required in the case of an emergency, as determined in Lender’s Discretion, or when an Event of Default
has occurred and is continuing.




 


(ii)         In
addition to the inspections permitted under Section 6.06(a)(i) above, Borrower will permit Lender, its agents, representatives
and designees (including appraisers, engineers and/or environmental consultants) to make or cause to be made entries upon and
inspections of the Mortgaged Property in order to prepare and finalize any third-party reports (e.g., appraisals, property condition
reports and/or environmental reports) that are or may be required in connection with a Securitization and/or the conversion of
the Floating Rate Period to the Fixed Rate Period. Any third-party reports required under this Section 6.06(a)(ii) will be at
Borrower’s sole cost and expense.




 


3.          The
following shall be added as a new as a new Section to Article VI:


 


6.42        Litigation.
Borrower will promptly furnish to Lender, quarterly and within ten (10) days of Lender’s request prior to Securitization,
any material changes to or developments in that certain action pertaining to the Charge of Discrimination filed with the Colorado
Civil Rights Division against ERB Opco SAV, LLC dba St Andrew’s Village on April 8, 2014.


  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page B-2



    	 



    

  


4.          The
following shall be added as a new as a new Section to Article VI:


 


6.43        Availability
of Skilled Nursing Units. Borrower will maintain availability of at least 15% of the units allocated for Skilled Nursing for
use by residents of the Assisted Living Residences and Independent Living Units.


 


5.          The
opening paragraph of Section 11.11(b) is deleted and replaced with the following:


 


(b)          After the third first anniversary
of the date of the Senior Indebtedness, Freddie Mac will consider an application from an originating lender that is generally approved
by Freddie Mac to sell mortgages to Freddie Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”)
for the purchase by Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or
more Supplemental Instruments on the Mortgaged Property. Freddie Mac will purchase each Supplemental Loan secured by the Mortgaged
Property if each of the following conditions is satisfied:




 


6.          The
following shall be added as a new as a new Section to Article XI:


 


11.21      Net
Operating Income from Skilled Nursing Units. In addition to any other terms and conditions set forth herein or required by
Lender, Borrower will not be eligible for a refinance loan or Supplemental Loan unless the underwriting reflects that the net operating
income derived from Skilled Nursing units at the Mortgaged Property is no more than 20% of the net operating income derived from
the operations of the Mortgaged Property as a whole at the time of the proposed refinance loan or Supplemental Loan, as determined
by Lender.


 


OTHER
MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


1.          Section
5.07 is deleted and replaced with the following:


 


(a)          To
the best of Borrower’s knowledge after due inquiry and investigation, each of the following is true:


 


(i)          Except
as set forth in that certain summary, received by Lender on or about August 1, 2014, prepared by Sentio Investments entitled “ADA/FHA
Findings at St. Andrew’s Village”, all All Improvements and the use of the Mortgaged
Property comply with all applicable statutes, rules and regulations, including all applicable statutes, rules and regulations pertaining
to requirements for equal opportunity, anti-discrimination, fair housing, environmental protection, zoning and land use (“legal,
non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use requirements
for the purposes of this representation).


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page B-3



    	 



    

  


(ii)         The
Improvements comply with applicable health, fire, and building codes.


 


(iii)        There
is no evidence of any illegal activities relating to controlled substances on the Mortgaged Property.


 


2.          
Section 5.16(b) is deleted and replaced with the following:


 


(b)          There
has been no change in any fact or circumstance since the Loan Application was submitted to Lender that would make any information
submitted as part of the Loan Application materially incomplete or inaccurate,
except as set forth in that certain summary, received by Lender on or about August 1, 2014, prepared by Sentio Investments entitled
“ADA/FHA Findings at St. Andrew’s Village”.


 


3.          Section
6.04(a) will be deleted and replaced with the following:


 


(a)          Prohibited New Non-Residential Leases or Modified Non-Residential Leases. Borrower will not enter into any New Non-Residential
Lease, enter into any Modified Non-Residential Lease or terminate any Non-Residential Lease (including any Non-Residential Lease
in existence on the date of this Loan Agreement) without the prior written consent of Lender; provided, however, and without
limiting the other provisions of Section 6.04 hereof, Borrower and/or Operator may enter into a Non-Residential Lease without
Lender’s prior written consent if such lease is to operate a home health services business or outpatient therapy business
on the Mortgaged Property, the lessee under such lease is an affiliate of Operator, such lease is expressly contemplated under
the Operating Lease and the terms of such lease conform to the terms set forth in Exhibit R of the Operating Lease and to the
requirements of subsection 6.04(d) below, and a copy of such lease is delivered to Loan Servicer.


 


4.          Section
6.24 is deleted and replaced with the following:


 


6.24        Pledge
of Receivables. Borrower will not, and will not allow any Facility Operator to, pledge any receivables arising from the operation
of the Facility (or any Leases or Contracts under which such receivables arise) as collateral security for any other loan or indebtedness,
except as expressly permitted pursuant to the Operating Lease.


 


5.          The
following shall be added as a new Section to Article VI: 


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page B-4



    	 



    

  


6.44        Barber/Cosmetology/Nail
Technician/Esthetician/Massage Therapy Services.  Lender’s prior
written consent shall not be required with respect to the entering into or modification of any Booth License between (i) Operator
and/or Borrower, and (ii) any licensee who provides barber, cosmetology, nail technician, esthetician or massage therapy services
to residents at the Mortgaged Property pursuant to that certain St. Andrew’s Village Booth License Agreement for the use
of an assigned and/or shared station at the Mortgaged Property, provided any such Booth License shall be terminable by Lender,
Borrower or Operator upon seven (7) days’ notice without cause, penalty or fee.


 


6.          The
following shall be added as a new Section to Article VI:


 


6.45
      Holdback Agreement. Borrower will not amend or modify, or permit any amendment or modification of, that certain Holdback
Escrow Agreement by and among (i) Borrower, as Buyer, (ii) Property Seller, as Seller, and (iii) Stewart Title Guaranty
Company, as Escrow Agent, without Lender’s prior written consent.


 


7.          Section
7.03(d) shall be deleted and replaced with the following:


 


(d)          Transfer
of Interests in Sentio Healthcare Properties OP, L.P. and Sentio Healthcare Properties, Inc. A Transfer that results in (1)
more than 50% and up to 100% of the interests (the “Sentio OP Interests”) in Sentio Healthcare Properties OP,
L.P. (“Sentio LP”), and (2) no more than 50% of the interests (the “Sentio REIT Interests”
and, together with the Sentio OP Interests, collectively, the “Sentio Interests”) in Sentio Healthcare Properties,
Inc. (“Sentio REIT” and, together with Sentio LP, collectively, “Sentio”) being held by Sentinel
RE Investment Holdings LP (“Sentio Transfer”), provided that each of the following conditions is satisfied:


 


(i)          Borrower
provides Lender with at least 30 days prior Notice of the proposed Sentio Transfer, and pays to Lender the Transfer Review Fee.


 


(ii)         Following
the Sentio Transfer, Control and management of the day-to-day operations of Borrower either continue to be held by the Person exercising
such Control and management immediately prior to the Sentio Transfer or held by a Person exercising Control and management over
a Sentinel Entity (as hereinafter defined).


 


(iii)        Sentio
REIT continues to be a Guarantor and Control and management of Sentio REIT either continues to be held by the Person exercising
such Control and management immediately prior to the Sentio Transfer or held by a Person exercising Control and management over
a Sentinel Entity.


 


(iv)        At
the time of the Sentio Transfer, Sentinel RE Investment Holdings LP is, directly or indirectly, controlled by, individually or
collectively, KKR & Co. L.P. or KKR Financial Holdings LLC (each a “Sentinel Entity” and collectively, the
“Sentinel Entities”).


  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page B-5



    	 



    

   


(v)       
   At the time of the Sentio Transfer, the following is a list of entities that are permitted to own, directly
or indirectly, more than a 25% interest in Sentinel RE Investment Holdings LP or, directly or indirectly, control Sentinel RE
Investment Holdings LP (collectively, the “Permitted Sentio Owners”):


 


Sentinel RE Investment Holdings
GP LLC


KKR Co-Invest Sentinel REIT LLC


KKR Sentinel Co-Invest LP (including
any U.S. state pension fund or management fund that represents U.S. Government workers and/or U.S. companies who is a limited partner
interest in KKR Sentinel Co-Invest LP)


KKR Sentinel Co-Invest GP


KRE Sentinel REIT LLC


KKR REPA AV-1 L.P.


KKR Associates REPA L.P.


KKR REPA GP LLC


KKR Fund Holdings L.P.


KKR & Co. L.P.


KKR Management, LLC


KFN Sentinel REIT LLC


KKR Real Estate Partners Americas
ESC L.P.


KKR Real Estate Partners Americas
SBS L.P.


KKR Financial Holdings LLC


 


No further approval or disclosure
(other than complying with requirements contained in subsection (xiv) below) will be required of any Permitted Sentio Owner.


 


(vi)        To
the extent any other Person or entity other than the Permitted Sentio Owners owns, directly or indirectly, 25% or more of the interests
in Sentinel RE Investment Holdings LP (the “New Sentio Owners”) at the time of the Sentio Transfer, each of
the New Sentio Owners must deliver a certificate (which certificate may, at Borrower’s and/or Sentio’s option, include
the language contained in subsection (E) below) in favor of Lender containing the following (the “Sentio Certificate”):


 


(A)         A
description of the relationship to Sentinel RE Investment Holdings LP and percentage of ownership.


 


(B)         During
the twenty years preceding the date of the Sentio Transfer:


 


(1)         Have
you or any other entity of which you were/are a Principal (i.e., either controlled such entity and/or owned 25% or more of the
interests in such entity) been in default or been given relief by the lender under the terms of any mortgage loan, contract for
deed or the equivalent?


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page B-6



    	 



    

  


(2)         Have
you or any other entity of which you were/are a Principal (i.e., either controlled such entity and/or owned 25% or more of the
interests in such entity) been the subject of bankruptcy or insolvency proceedings?


 


(3)         Have
you been suspended, barred or otherwise restricted by any department or agency of the federal government or any state government
from doing business with such department or agency?


 


(4)         Have
you been involved in any default, foreclosure, bankruptcy proceeding or litigation involving Freddie Mac?


 


(5)         Have
you ever been identified, or are you presently identified, on the list of specially designated nationals and blocked persons subject
to financial sanctions that is maintained by the U.S. Treasury Department Office of Foreign Assets Control?


 


(C)         As
of the date of the Sentio Certificate:


 


(1)         Have
you any outstanding judgments against you?


 


(2)         Are
you a defendant in a lawsuit?


 


(D)         The
Sentio Certificate must contain the following statement at the end:


 


To induce the Lender to approve
the New Sentio Owner as the holder of a direct or indirect ownership interest in Sentinel RE Investment Holdings LP, I hereby certify,
on behalf of the undersigned entity that I am a duly authorized representative and that each of the statements made in this Sentio
Certificate and all information provided in any required explanation is true, complete and correct to the best of my knowledge
and belief, and is made in good faith.


 


(E)         The
Sentio Certificate may, at Borrower’s and/or Sentio’s option, contain the following:


 


“The [INSERT NAME OF NEW
SENTIO OWNERS] are entities which either comprise or control (directly or indirectly) the real estate fund commonly known as “KKR
Real Estate Partners Americas” (the “KKR REPA Fund”). For all purposes of this Certificate, the term “entity”
and all related certifications, will be limited only to entities formed and investments made by the real estate investment business
of KKR REPA Fund (including entities co-investing with KKR REPA Fund).”


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page B-7



    	 



    

  


To the extent any of the answers
to the questions noted above is “yes,” the applicable New Sentio Owner must provide an explanation satisfactory to
Lender in Lender’s Discretion.


 


(vii)       At
the time of the proposed Sentio Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred
and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.


 


(viii)      Borrower
pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’ Fees and Costs, incurred by
Lender in connection with the Sentio Transfer.


 


(ix)         At
the time of the Sentio Transfer, Borrower pays to Lender a Transfer Fee in the amount of:


 


			(A)         $25,000 in the event that there is no
New Sentio Owner(s), or



 


			(B)         $50,000 in the event that there is/are
New Sentio Owner(s).



 


(x)          At
the time of the Sentio Transfer, Sentio REIT certifies to Lender that (a) it maintains a minimum net worth of $15,000,000 with
liquid assets of at least $3,265,500 and (b) Sentio REIT and Sentio LP are not party to any pending bankruptcy, reorganization
or litigation which would substantially negatively affect such net worth and/or liquidity.


 


(xi)         The
Facility continues to be operated by the initial Operator of the Facility or any successor Operator that has been approved by Lender
in accordance with this Loan Agreement and the Mortgaged Property continues to be managed by the initial Property Manager or any
successor Property Manager that has been approved by Lender in accordance with this Loan Agreement.


 


(xii)        Lender
receives confirmation acceptable to Lender that the requirements of Section 6.13 continue to be satisfied.


 


(xiii)       Lender
receives organizational charts reflecting the structure of Borrower (which will include the structure of Sentio) prior to and after
the Sentio Transfer and copies of the then-current organizational documents of Borrower and Sentio, including any amendments reflecting
the Sentio Transfer, to the extent applicable and appropriate.


  



    	Multifamily Loan and Security Agreement – Seniors Housing	Page B-8



    	 



    

 


(xiv)      Borrower
delivers, or causes to be delivered, to Lender searches confirming that no transferee that Controls any Permitted Sentio Owner
and/or New Sentio Owner or transferee with an interest of 25% or more is on the list of Specially Designated Nationals or other
blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing
business with the Department of Housing and Urban Development.


   


8.          The
definition of “Mortgaged Property” in Article XII is amended by amending subsection (viii) of the definition
as follows:


 


(viii)      All
contracts, options and other agreements for the sale of the Land, or the Leasehold Estate, as applicable, the Improvements, the
Fixtures, the Personalty or any other part of the Mortgaged Property entered into by Borrower now or in the future, including cash
or securities deposited to secure performance by parties of their obligations,
including without limitation that certain Holdback Escrow Agreement dated as of August 20, 2014 entered into by and among Borrower,
as “Buyer”, ERB Propco SAV LLC, a Delaware limited liability company, as “Seller”, and Stewart Title Guaranty
Company (the “Holdback Agreement”), including the “Escrow Property” deposited into the “Escrow Account”
with Stewart Title Guaranty Company as “Escrow Agent”, as such terms are defined in the Holdback Agreement. 


 


9.          The
definition of “Mortgaged Property” in Article XII is amended by amending subsection (x) of the definition as
follows:


 


(x)          All
Rents and Leases, including, the Operating Lease and Borrower’s rights under
the Operating Lease, including without limitation, Borrower’s rights with regard to any funds in the “Excess Cash Flow
Reserve,” in which ERB Opco SAV LLC, a Delaware limited liability company, as “Tenant”, deposits Excess Cash
Flow (as defined in the Operating Lease) from the operation of the Mortgaged Property into an interest-bearing bank account until
such time as the Excess Cash Flow Reserve contains a total amount equal to $1,780,000, as such terms are more particularly described
in the Operating Lease.


 


10.         The
definition of “Personalty” in Article XII is amended by amending subsection (i) of the definition as follows:


 


(i)          Accounts
(including deposit accounts) of Borrower related to the Mortgaged Property, including
without limitation the “Escrow Property” deposited into the “Escrow Account” with Stewart Title Guaranty
Company as “Escrow Agent”, as such terms are defined in the Holdback Agreement.


 


11.         The
definition of “Personalty” in Article XII is amended by adding a new subsection (viii) as follows:


 


(viii)      “Excess
Cash Flow Reserve,” in which ERB Opco SAV LLC, a Delaware limited liability company, as “Tenant”, deposits Excess
Cash Flow (as defined in the Operating Lease) from the operation of the Mortgaged Property into an interest-bearing bank account
until such time as the Excess Cash Flow Reserve contains a total amount equal to $1,780,000, as such terms are more particularly
described in the Operating Lease.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page B-9



    	 



    

 


EXHIBIT
C


 


REPAIR
SCHEDULE OF WORK


  


N/A


  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page C-1



    	 



    

 


EXHIBIT
D


 


REPAIR
DISBURSEMENT REQUEST


 


The undersigned requests
from___________________________________________________________________(“Lender”) the
disbursement of funds in the amount of $___________________ (“Disbursement Request”) from the Repair Reserve Fund
established pursuant to the Multifamily Loan and Security Agreement dated August 19, 2014 by and between Lender and the
undersigned (“Loan Agreement”) to pay for repairs to the seniors housing project known as St.
Andrew’s Village and located in Aurora, Colorado.


 


The undersigned represents
and warrants to Lender that the following information and certifications provided in connection with this Disbursement Request
are true and correct as of the date hereof:


 


		1.	Purpose for which disbursement is requested:



  









 


		2.	To whom the disbursement will be made (may be the undersigned
in the case of reimbursement for advances and payments made or cost incurred for work done by the undersigned): ________________________



 


		3.	Estimated costs of completing the uncompleted Repairs as
of the date of this Disbursement Request: ____________________



 


		4.	The undersigned certifies that each of the following is
true:



 


(a)          The
disbursement requested pursuant to this Disbursement Request will be used solely to pay a cost or costs allowable under the Loan
Agreement.


 


(b)          None
of the items for which disbursement is requested pursuant to this Disbursement Request has formed the basis for any disbursement
previously made from the Repair Reserve Fund.


 


(c)          All
labor and materials for which disbursements have been requested have been incorporated into the Improvements or suitably stored
upon the Mortgaged Property in accordance with reasonable and standard building practices, the Loan Agreement and all applicable
laws, ordinances, rules and regulations of any governmental authority having jurisdiction over the Mortgaged Property.


 


(d)          The
materials, supplies and equipment furnished or installed for the Repairs are not subject to any Lien or security interest or that
the funds to be disbursed pursuant to this Disbursement Request are to be used to satisfy any such Lien or security interest.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page D-1



    	 



    

  


		5.	All capitalized terms used in this Disbursement Request
without definition will have the meanings ascribed to them in the Loan Agreement.



 


IN WITNESS WHEREOF, the
undersigned has executed this Disbursement Request as of the day and date first above written.


 


	 	 	BORROWER:
	 	 	 
	Date:	 	 	 
	 	 	 




 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page D-2



    	 



    

  


EXHIBIT
E


 


WORK
COMMENCED AT MORTGAGED PROPERTY


  


NONE


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page E-1



    	 



    

  


EXHIBIT
F



CAPITAL REPLACEMENTS


  


		·	Carpet/vinyl flooring



		·	Window treatments



		·	Roofs



		·	Furnaces/boilers



		·	Air conditioners



		·	Ovens/ranges



		·	Refrigerators



		·	Dishwashers



		·	Water heaters



		·	Garbage disposals



		·	Other items that Lender may approve subject to any conditions that Lender may require, all in Lender’s
sole and absolute discretion.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page F-1



    	 



    

  


EXHIBIT
G



DESCRIPTION OF GROUND LEASE


  


N/A


  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page G-1



    	 



    

  


EXHIBIT
h


 


ORGANIZATIONAL
CHART OF BORROWER AS OF THE CLOSING DATE


 





 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page H-1



    	 



    

  


EXHIBIT
i


 


Designated
entities for transfers AND GUARANTOR(S)


 


Designated Entities for Transfers


  


HC Operating Partnership, L.P.


Sentio Healthcare Properties OP, L.P.


Sentio Healthcare Properties, Inc.


 


Guarantor(s)


 


Sentio Healthcare Properties, Inc.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page I-1



    	 



    

  


EXHIBIT J


 


DESCRIPTION OF RELEASE PARCEL


 


N/A


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page J-1



    	 



    

  


EXHIBIT K


 


LICENSES


  


	LICENSE	 	HOLDER
	Long Term Care Facility License # 02O244 issued by the Colorado Department of Public Health and Environment in the name of ERB Opco SAV, LLC d/b/a St. Andrews Village - LTC with a license term from 3/30/2014 to 3/29/2015	 	ERB Opco SAV LLC
	 	 	 
	Assisted Living Residence License # 23G126 issued by the Colorado Department of Public Health and Environment in the name of ERB Opco SAV, LLC d/b/a St. Andrews Village with a license term from 3/30/2014 to 3/29/2015	 	ERB Opco SAV LLC


 


[CONTINUED
ON NEXT PAGE]


  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page K-1



    	 



    

  





  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page K-2



    	 



    

  





  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page K-3



    	 



    

  


EXHIBIT L


 


FURNITURE, FIXTURES, EQUIPMENT, AND MOTOR
VEHICLES


 


[SEE ATTACHED]


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page L-1



    	 



    

  


EXHIBIT
M


 


CONTRACTS


 


		1.	Agreement with CVI Digital Solutions, dated April 3, 2012.
No express right to terminate.



 


		2.	Installation and Services Agreement with Comcast of Colorado
IX, LLC, dated May 31, 2013. No right to termination absent a default.



 


		3.	Medical Director Agreement with Dr. Reza Esfahani, dated
February 1, 2006. Terminable upon ninety (90) days written notice.



 


		4.	Purchase and License Agreement with NTT Data Long Term
Care Solutions, Inc., dated March 2, 2012. No right to terminate.



 


		5.	Agreement for maintenance with Otis Elevator Company, dated
September 14, 2011. Terminable upon payment of all sums due for the remaining period of the term.



 


		6.	Product and Services Agreement with Schryver Medical Sales
and Marketing, Inc., dated July 31, 2012.



 


		7.	Pharmacy Services Agreement Contract with TERRAScripts,
LLC, dated April 10, 2013.



 


		8.	Commercial Service Agreement with Waste Management of Colorado,
dated October 2, 2012. No express right to terminate.



 


		9.	Service Agreement with AL Wizard, dated January 2, 2008.



 


		10.	Service Agreement with Paychex Benefit Technologies, Inc.
dba BeneTrac, dated November 20, 2013. Terminable upon sixty (60) days written notice.



 


		11.	Legal Services Agreement with Bonnett, Fairbourn, Friedman
& Balint, P.C., dated August 28, 2009.



 


		12.	Business Class Trunks Service Order Agreement with Comcast
Cable Communications Management, LLC, dated June 24, 2013.



 


		13.	Service Agreement with C.S. Johnson & Associates, Inc.,
dated February 1, 2006.



 


		14.	SNF Outpatient Dialysis Services Agreement with Fresenius
Medical Care East Denver Dialysis, dated March 22, 2012.



 


		15.	Social Services Consultant Agreement with KD Inc., dated
May 9, 2006. Terminable upon thirty (30) days written notice prior to the termination of the then current one (1) year term.



  




    	Multifamily Loan and Security Agreement – Seniors Housing	Page M-1



    	 



    

  


		16.	Compliance Line Agreement with Compliance Concepts, Inc.,
dated May 6, 2013.



 


		17.	License, Maintenance and Housing Agreement with Optima
Healthcare Solutions, Inc., dated May 1, 2013.



 


		18.	Institutional Clinical Affiliation Agreement with Arapahoe
Community College, dated April 11, 2013.



 


		19.	Agreement with Colorado Foundation for Medical Care, dated
December 14, 2012. Terminable upon sixty (60) days written notice.



 


		20.	Pest Elimination Services Agreement dated August 15, 2006.



 


		21.	Software Licensing Agreement with HomeTrak, Inc., dated
January 1, 2014.



 


		22.	Image Management Agreement dated December 29, 2011. Terminable
within sixty (60) days written notice prior to the termination of the then current term.



 


		23.	Patient Transfer Agreement with HCA-HealthONE LLC, dated
March 28, 2013.



 


		24.	Music Service Agreement and Muzak LLC, dated March 15,
2012. Terminable upon ninety (90) days written notice prior to the expiration of the then current term.



 


		25.	Consultant Pharmacist Services Agreement with Nisson Pharmacy
Consulting Services, Inc., dated November 1, 2012.



 


		26.	Information Systems Consulting Agreement with NOYNIM, LLC,
dated June 1, 2014. Terminable upon 30 days notice and payment of full contract price for the services.



 


		27.	Client Automatic Service Agreement with Shred-It USA Inc.,
dated February 19, 2014. Terminable upon sixty (60) days written notice, subject to payment of all service fees due for the remainder
of the term.



 


		28.	Primary Distribution Agreement with Shamrock Foods Company,
dated January 1, 2014.



 


		29.	Natural Gas Sales Agreement with Seminole Retail Energy
Services, dated February 28, 2012. Terminable upon sixty (60) days written notice prior to the termination of the then current
term.



 


		30.	Paychex Major Market Services Agreement with Paychex, Inc.,
dated April 3, 2013.



 


		31.	Life Safety Monitoring Proposal with Systems Group, dated
June 16, 2014. No express right to terminate.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page M-2



    	 



    

  


		32.	Terminix Pest Control Service Proposal with Terminix, dated
July 7, 2014. Terminable upon thirty (30) days written notice prior to the termination of the then current term.



 


		33.	Service Agreement with Pet Scoop Inc. dated June 7, 2013.



 


		34.	Verizon Wireless Major Account Agreement with Verizon Wireless,
dated March 17, 2011.



 


		35.	Landscape Maintenance Contract with Spokas and Company,
Inc., dated April 1, 2014.



 


		36.	Biohazard Infectious Waste Management Plan with Colorado
Medical Waste, Inc., dated December 3, 2012.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page M-3



    	 



    

 


EXHIBIT N


 


MATERIAL CONTRACTS


 


Management Agreement dated August 20, 2014
by and between ESLP Management, LLC and ERB Opco SAV, LLC.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page N-1



    	 



    

  


EXHIBIT O


 


Freddie Mac Loan Number: __________________


Property Name: ____________________________


 


GUARANTY
OF COMPLETION


  


(Revised __-__-2014)





 


THIS GUARANTY OF COMPLETION (this “Completion
Guaranty”) is entered into this ____ day of _____________, 20__, by ______________________________________ ( “Guarantor”,
collectively if more than one) for the benefit of _______________________________, _________________________________ , and any
subsequent holder of the Note (the “Lender”).


 


RECITALS


 


 


A.           ______________
(the “Borrower”) requested and ______________has made a loan to Borrower in the principal sum of $___________
(the “Loan”). The Loan is evidenced by a Multifamily Note (the “Note”) and secured by a Multifamily
Mortgage or Deed of Trust, or Deed to Secure Debt, Assignment of Rents, Security Agreement and Fixture Financing Statement (the
“Security Instrument”), on the real property and improvements (the "Mortgaged Property") described
in the Security Instrument. The Loan was assigned to the Federal Home Loan Mortgage Corporation on _______________ and was further
assigned _____________________, the current holder of the Note and the owner of the Loan (“Lender”)


TO BE MODIFIED AS NECESSARY TO REFLECT THE CORRECT
HISTORY OF THE LOAN


 


B.           Borrower
intends to construct the Expansion Project (as defined in the Loan Agreement)


  


C.          The
Expansion Project is to be completed in accordance with plans and specifications submitted by Borrower and approved by Lender,
as such plans and specifications may be modified by Borrower from time to time subject to Lender’s approval, which approval
will not be unreasonably withheld or delayed (the “Plans”) and in accordance with the terms of the Loan Agreement.


 




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D.         Lender
requires, as a material condition precedent to allowing the Expansion Project (and in the absence of which the Expansion Project
would not be approved), that Guarantor execute this Completion Guaranty.


 


AGREEMENT


  


NOW, THEREFORE, to induce Lender to approve the Expansion Project,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor covenants
and agrees as follows:


 


1.           Defined
Terms. “Indebtedness,” “Property Jurisdiction” “Loan Documents”
and other capitalized terms used but not defined in this Completion Guaranty will have the meanings assigned to them in the Loan
Agreement


 


2.          Scope
of Completion Guaranty.


 


(a)          Guarantor
absolutely and unconditionally and irrevocably guarantees to Lender, each of the following:


 


(i)          Borrower
will construct and complete the Expansion Project free and clear of liens (subject to Borrower’s right to provide a bond
or other security against loss in accordance to applicable law as set forth in the Loan Agreement, substantially in accordance
with the Plans and within the periods required by and according to the terms and conditions of the Loan Agreement.


 


(ii)         Borrower
will keep the Mortgaged Property free and clear of all liens arising from the Expansion Project and the completion of the Expansion
Project, subject to Borrower’s right to provide a bond or other security against loss in accordance with applicable law as
set forth in the Loan Agreement.


 


(b)          If
Borrower fails to perform the actions specified in Section 2(a) on or before the times such actions are to be performed by Borrower,
Guarantor will do any of the following, as applicable:


 


(i)          Complete
the Expansion Project such that the Mortgaged Property is free and clear of liens, substantially in accordance with the Plans,
within the periods required by and according to the Loan Agreement and in substantial conformance with all applicable laws, rules,
regulations and requirements of all governmental authorities having jurisdiction (subject to Borrower’s right to provide
a bond or other security against loss in accordance with applicable law as set forth in the Loan Agreement).


 




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(ii)         Remove
any lien arising from the Expansion Project and completion of the Expansion Project (subject to Borrower’s right to provide
a bond or other security against loss in accordance with applicable law as set forth in the Loan Agreement) and make payment in
full to all laborers, subcontractors and materialmen and any related costs on or before the date of completion for the costs of
the Expansion Project (except to the extent that Borrower is contesting the same in good faith and has provided a bond or other
security against loss in accordance with applicable law as set forth in the Loan Agreement).


 


(iii)        Pay
all costs and expenses required to complete the actions set forth in Section 2(a) or Section 2(b), and pay to or reimburse Lender
for any and all expenses incurred by Lender pursuant to the Loan Agreement.


 


3.          Lender
Right to Complete.


 


(a)          If
Guarantor fails to perform the actions specified in Section 2 on or before the times such actions are to be performed by Borrower,
following Notice from Lender and a reasonable time to perform as set forth in Section 9.01 (h) of the Loan Agreement, Lender, in
Lender's sole and absolute discretion, will have the right to complete the Expansion Project substantially in accordance with the
Plans, with such changes or modifications in the Plans that Lender deems necessary in Lender’s Discretion, and to expend
such sums as Lender, in Lender’s Discretion deems proper, in order to complete the Expansion Project.


  


(b)          Guarantor
waives any right to contest any such changes or modifications or the amount of any such expenditures. The amount of any and all
expenditures made by Lender will be due and payable by Guarantor to Lender upon Notice from Lender.


  


4.    
       Modification of Loan Documents. Guarantor expressly agrees that Lender may, in its
sole and absolute discretion, without notice to or further assent of Guarantor and without in any way releasing, affecting
or impairing the obligations and liabilities of Guarantor under this Completion Guaranty:


 


(a)          Waive
compliance with, or any defaults under, or grant any other indulgences with respect to, the Loan Documents.


 


(b)          Modify,
amend, or change any provisions of the Loan Documents (other than this Completion Guaranty).


 


(c)          Grant
extensions or renewals of or with respect to the Loan Documents or effect any release, compromise or settlement in connection with
the Loan Documents.


 


(d)          Agree
to the substitution, exchange, release or other disposition of all or any part of the premises and other property covered by the
Security Instrument, or any instrument delivered pursuant thereto.


 




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(e)          Make
advances for the purpose of performing any term or covenant contained in the Loan Documents with respect to which Borrower or the
then owner of the premises will be in default.


 


(f)          Assign
or otherwise transfer the Loan Documents or this Completion Guaranty or any interest in the Loan Documents or this Completion Guaranty.


 


(g)          Deal
in all respects with Borrower or the then owner of the premises as if this Completion Guaranty were not in effect.


 


5.          Liability
of Guarantor.


 


(a)          The
liability of Guarantor under this Completion Guaranty will be primary, direct and immediate and not conditional or contingent upon
pursuit by Lender of any remedies it may have against Borrower, its successors and assigns, with respect to the Loan Documents
whether pursuant to the terms of the Loan Documents or by law.


 


(b)          Without
limiting the generality of the foregoing, Lender will not be required to make any demand on Borrower or the then owner of the Mortgaged
Property, or to sell at foreclosure or otherwise pursue or exhaust its remedies against the premises or against Borrower or the
then owner of the premises, before, simultaneously with or after enforcing its rights and remedies against Guarantor under this
Completion Guaranty.


 


(c)          To
the extent permitted by applicable law, any one or more successive or concurrent actions may be brought under this Completion Guaranty
against Guarantor either in the same action, if any, brought against Borrower or the then owner of the premises or in separate
actions as often as Lender may deem advisable.


 


(d)          Guarantor
also agrees that in the event this Completion Guaranty is enforced by suit or otherwise as a result of a default by Guarantor under
this Guaranty of Completion, Guarantor will reimburse Lender upon demand, for all reasonable out of pocket expenses incurred in
connection with such enforcement, including, without limitation, Attorneys' Fees and Costs.


 


(e)          The
obligations of Guarantor under this Completion Guaranty will be unconditional, and will continue until terminated in accordance
with the provisions set forth in Section 19 of this Completion Guaranty irrespective of the genuineness, validity, regularity or
enforceability of the Loan Documents, or any security given therefor or in connection therewith or any other circumstances which
might otherwise constitute a legal or equitable discharge of a surety or guarantor.


 




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6.          Waivers
by Guarantor.


 


(a)          The
obligations of Guarantor under this Completion Guaranty will be unconditional regardless of the genuineness, validity, regularity
or enforceability of the Note, the Security Instrument, or any other Loan Document, and without regard to any other circumstance
which might otherwise constitute a legal or equitable discharge of a surety, a guarantor, a borrower or a mortgagor.


 


(b)          Guarantor
expressly waives all of the following except as specifically set forth in this Completion Guaranty:


 


(i)          Notice
of acceptance of this Completion Guaranty and of presentment, demand and protest.


 


(ii)         Notice
of any default under this Completion Guaranty or under the Loan Documents and of all indulgences.


 


(iii)        Demand
for observance or performance of, or enforcement of, any terms or provisions of this Completion Guaranty or the Loan Documents.


 


(iv)        All
other notices and demands otherwise required by law which Guarantor may lawfully waive.


 


(v)         Any
defense to any action brought against Guarantor, including, without limitation, any defense based on any statute of limitations
or on any legal disability of Borrower or any discharge or limitation of liability of Borrower to Lender, whether consensual or
arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause.


 


7.    
      INTENTIONALLY DELETED


 


		8.	Subordination of Borrower's Indebtedness to Guarantor.
If Guarantor advances any sums to Borrower or its successors or assigns or if Borrower or its successors or assigns becomes indebted
to Guarantor after the date of this Completion Guaranty, such sums and indebtedness will be subordinate in all respects to the
amounts then or thereafter due and owing to Lender under the Loan Documents. Nothing contained in this Completion Guaranty will
be construed to give Guarantor any right of subrogation in and to the Loan Documents or all or any part of Lender's interest therein,
until all amounts owing to Lender have been paid in full.



 


		9.	Notice. Any notice, demand, request or other communication
which Lender may desire to give to Guarantor with respect to this Completion Guaranty, will be deemed sufficient if made in accordance
with the Notice provision in the Loan Agreement.



 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page O-5



    	 



    

 


10.         Remedies
Separate and Cumulative. All rights and remedies afforded to Lender, by reason of this Completion Guaranty, the Note and Loan
Agreement, or any other Loan Document, or by law, are separate and cumulative and the exercise of one will not in any way limit
or prejudice the exercise of any other such rights or remedies. No delay or omission by Lender in exercising any such right or
remedy under this Completion Guaranty, and no modification or amendment of this Completion Guaranty will be deemed made by Lender
unless in writing and duly signed by Lender. Any such written waiver will apply only to the particular instance specified in such
waiver and will not impair the further exercise of such right or remedy or of any other right or remedy of Lender and no single
or partial exercise of any right or remedy under this Completion Guaranty will preclude other or further exercise thereof or any
other right or remedy.


 


11.         Joint
and Several Liability. The obligations of Guarantor (and each party named as a Guarantor in this Guaranty) and any Other Guarantor
will be joint and several. Lender, in its sole and absolute discretion, may take any of the following actions:


 


(a)          Lender
may bring suit against Guarantor, or any one or more of the parties named as a Guarantor in this Guaranty, and any Other Guarantor,
jointly and severally, or against any one or more of them.


 


(b)          Lender
may compromise or settle with Guarantor, any one or more of the parties named as a Guarantor in this Guaranty, or any Other Guarantor,
for such consideration as Lender may deem proper.


 


(c)          Lender
may release one or more of the parties named as a Guarantor in this Guaranty, or any Other Guarantor, from liability.


 


(d)          Lender
may otherwise deal with Guarantor and any Other Guarantor, or any one or more of them, in any manner.


 


No action of Lender described
in this Section 11 will affect or impair the rights of Lender to collect from any one or more of the parties named as a Guarantor
under this Guaranty any amount guaranteed by Guarantor under this Guaranty.


 


12.         Guarantor's
Interest in Borrower.


 


(a)          Guarantor
represents and warrants that it has a substantial financial interest in Borrower, that it has examined or has had an opportunity
to examine documents referred to in this Completion Guaranty, that it has full power, authority and legal right to execute and
deliver this Completion Guaranty, that this Completion Guaranty is a binding legal obligation of Guarantor, and that Guarantor
will derive a material financial benefit from the making of the Loan.


 


(b)          Guarantor
represents and warrants that, at the time of the execution and delivery of this Completion Guaranty, nothing exists to impair the
effectiveness of the liability of Guarantor to Lender under this Completion Guaranty, and neither execution or delivery of this
Completion Guaranty nor compliance with the terms of this Completion Guaranty will conflict with, or constitute a breach of or
default under, any agreement or instrument to which Guarantor may be a party.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page O-6



    	 



    

 


13.         Severability.
If any provision or part of any provision contained in this Completion Guaranty will for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision,
or the remaining part of the affected provision of this Completion Guaranty, but this Completion Guaranty will be construed as
if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent it
is invalid, illegal or unenforceable.


 


14.         Preference.
If any payment by Borrower is held to constitute a preference under any applicable bankruptcy,
insolvency, or similar laws, or if for any other reason Lender is required to refund any sums to Borrower, such refund will not
constitute a release of any liability of Guarantor under this Completion Guaranty. It is the intention of Lender and Guarantor
that Guarantor's obligations under this Completion Guaranty will not be discharged except in accordance with Section 19 of this
Completion Guaranty.


 


15.         Successors
and Assigns. Lender may assign its rights under this Completion Guaranty in accordance with the terms of the Loan Agreement
and upon any such assignment, all the terms and provisions of this Completion Guaranty will inure to the benefit of such assignee
to the extent so assigned. The terms used to designate any of the parties herein will be deemed to include the heirs, legal representatives,
successors and assigns of such parties, and the term “Lender” will also include any lawful owner, holder or pledgee
of the Note.


 


16.         Sole
Benefit of Lender. This Completion Guaranty will not create any rights in any surety under completion and performance bonds,
if any, between such surety, Borrower, the general contractor for the Mortgaged Property and Lender with respect to the Mortgaged
Property, either as a third party beneficiary, or in any other manner, it being understood and agreed that this Completion Guaranty
is intended for the sole benefit of Lender, or such other person or entity as Lender may designate in its sole discretion.


 


17.         Governing
Law. This Completion Guaranty will be governed by and enforced in accordance with the laws of the Property Jurisdiction, without
giving effect to the choice of law principles of the Property Jurisdiction that would require the application of the laws of a
jurisdiction other than the Property Jurisdiction.


 


18.         Jurisdiction;
Venue. Guarantor agrees that any controversy arising under or in relation to this Completion Guaranty may be litigated in the
Property Jurisdiction, and that the state and federal courts and authorities with jurisdiction in the Property Jurisdiction will
have jurisdiction over all controversies which will arise under or in relation to this Completion Guaranty. Guarantor irrevocably
consents to service, jurisdiction and venue of such courts for any such litigation and waives any other venue to which it might
be entitled by virtue of domicile, habitual residence or otherwise. However, nothing herein is intended to limit Lender's right
to bring any suit, action or proceeding relating to matters arising under this Completion Guaranty against Guarantor or any of
Guarantor's assets in any court of any other jurisdiction.


 




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19.         Termination.


  


(a)          Notwithstanding
anything to the contrary contained in this Completion Guaranty, this Completion Guaranty will terminate and be of no further force
and effect, without further act by Lender, upon the earlier to occur of (i) payment in full of all sums evidenced by the Note or
secured by the Security Instrument, or (ii) upon issuance of final, unconditional certificates of occupancy for the Additional
Units and the Accessory Space; provided, however, Lender will not exercise any rights against Guarantor if all of the following
are true:


 


(A)         Borrower
has provided Lender with evidence that Borrower has diligently pursued having all final certificates of occupancy issued.


 


(B)         The
failure to have all final certificates of occupancy issued is because of inaction by the municipality or other events beyond the
control of Borrower.


 


(C)         Until
the issuance of the final certificates of occupancy, Borrower will have delivered status updates to Lender on a quarterly basis.


 


(D)         At
all times following substantial completion but prior to the issuance of the final certificates of occupancy, a temporary certificate
of occupancy will be in effect with respect to the Additional Units and the Accessory Space.


 


(b)          Any
termination of the liability of Guarantor under this Completion Guaranty will not affect the liability of Guarantor under any other
Loan Document.


 


20.         State-Specific
Provisions 


 


INSERT ANY STATE SPECIFIC PROVISIONS FRO MULTIFAMILY
GUARANTY


 


21.         WAIVER
OF TRIAL BY JURY. 


 


(a)          GUARANTOR
AND LENDER EACH COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS GUARANTY OR THE
RELATIONSHIP BETWEEN THE PARTIES AS GUARANTOR AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY. 


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page O-8



    	 



    

  


(b)          GUARANTOR
AND LENDER EACH WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN
THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT
OF COMPETENT LEGAL COUNSEL.


 


22.         Attached
Exhibit. The following Exhibit, if marked with an “X” in the space provided, is attached to this Guaranty:


 


|__|     Exhibit
A     Modifications to Completion Guaranty


 


IN WITNESS WHEREOF, Guarantor has signed and delivered
this Guaranty under seal or has caused this Guaranty to be signed and delivered under seal by its duly authorized representative.
[INCLUDE IF REQUIRED BY APPLICABLE LAW:] Guarantor intends that this
Guaranty will be deemed to be signed and delivered as a sealed instrument.


  


[SIGNATURES
AND ACKNOWLEDGMENTS]


 


[ADD
SEALS AND WITNESSES IF REQUIRED]


 


[ADD
SEALS AND WITNESSES IF REQUIRED]


  


EXHIBIT A


 


MODIFICATIONS TO
GUARANTY


 


The following modifications are made
to the text of the Guaranty that precedes this Exhibit:


 


None.


 




    	Multifamily Loan and Security Agreement – Seniors Housing	Page O-9