Exhibit 10.7


 


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 NOTE


 


FLOAT TO FIXED


DEFEASANCE


 


(Revised 3-1-2014)



 


	US $30,205,000.00	Effective Date:  August 19, 2014


 


FOR VALUE RECEIVED, SENTIO STAV LANDLORD,
LLC, a Delaware limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”),
jointly and severally (if more than one), promises to pay to the order of CBRE CAPITAL MARKETS, INC., a Texas corporation, the
principal sum of $30,205,000.00, with interest on the unpaid principal balance, as hereinafter provided.


 


1.          Defined
Terms.


 


(a)           As
used in this Note:


 


“Adjustable Interest
Rate” means the variable annual interest rate calculated for each Interest Adjustment Period so as to equal the Index
Rate for such Interest Adjustment Period (truncated at the 5th decimal place if necessary) plus the Margin. However,
in no event will the Adjustable Interest Rate exceed the Capped Interest Rate.


 


“Base Recourse”
means a portion of the Indebtedness equal to -0-% of the original principal balance of this Note.


 


“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.


 


“Capped Interest Rate”
is not applicable; there is no Capped Interest Rate for the Loan.


 


“Cut-off Date”
means the 12th Installment Due Date following the Fixed Rate Commencement Date.


 


“Default Rate”
means (i) during the Floating Rate Period, a variable annual interest rate equal to 4 percentage points above the Adjustable Interest
Rate in effect from time to time, and (ii) during the Fixed Rate Period, an annual interest rate equal to 4 percentage points
above the Fixed Interest Rate. However, at no time will the Default Rate exceed the Maximum Interest Rate.


 




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“Defeasance Date”
means the 2nd anniversary of the “startup date” of the last REMIC within the meaning of Section 860G(a)(9)
of the Tax Code which holds all or any portion of the Loan.


 


“Defeasance Period”
is the period beginning the day after the Defeasance Date until but not including the first day of the Window Period. The Defeasance
Period only applies if this Note is assigned to a REMIC trust prior to the Cut-off Date.


 


“First Installment Due Date” means
October 1, 2014.


 


“First Principal and Interest Installment
Due Date” means October 1, 2018.


 


“Fixed Interest Rate” means the
annual interest rate of 4.640%.


 


“Fixed Rate Commencement Date” means
September 1, 2016.


 


“Fixed Rate Period”
means the period beginning on the Fixed Rate Commencement Date and continuing through August 31, 2023.


 


“Floating Rate Period”
means the period beginning on the date of this Note and continuing through August 31, 2016.


 


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


 


“ICE” means ICE Benchmark Administration
Limited.


 


“Index Rate”
means, for any Interest Adjustment Period, the LIBOR Index Rate for such Interest Adjustment Period.


 


“Installment Due Date”
means, for any monthly installment of interest-only or principal and interest, the date on which such monthly installment is due
and payable pursuant to Section 3 of this Note.


 


“Interest Adjustment
Period” means each successive one (1) calendar month period during the Floating Rate Period, except that the first Interest
Adjustment Period is the period from the date of this Note through August 31, 2014. Therefore, the second Interest Adjustment
Period will be the period from September 1, 2014 through September 30, 2014, and so on during the Floating Rate Period.


 


“Lender” means the holder from time
to time of this Note.


 


“LIBOR” means
the London Interbank Offered Rate.


 




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“LIBOR Index”
means ICE’s one (1) month LIBOR rate for United States Dollar deposits, as displayed on the LIBOR Index Page used to establish
the LIBOR Index Rate.


 


“LIBOR Index Rate”
means, for any Interest Adjustment Period after the first Interest Adjustment Period, ICE’s LIBOR rate for the LIBOR Index
released by ICE most recently preceding the first day of such Interest Adjustment Period, as such LIBOR rate is displayed on the
LIBOR Index Page. The LIBOR Index Rate for the first Interest Adjustment Period means ICE’s LIBOR rate for the LIBOR Index
released by ICE most recently preceding the first day of the month in which the first Interest Adjustment Period begins, as such
LIBOR rate is displayed on the LIBOR Index Page.


 


“LIBOR Index Page”
is the Bloomberg L.P., page “BBAM”, or such other page for the LIBOR Index as may replace page BBAM on that service,
or at the option of Lender (i) the applicable page for the LIBOR Index on another service which electronically transmits or displays
ICE LIBOR rates, or (ii) any publication of LIBOR rates available from ICE. In the event ICE ceases to set or publish a LIBOR
rate/interest settlement rate for the LIBOR Index, Lender will designate an alternative index, and such alternative index will
constitute the LIBOR Index Page.


 


“Loan” means
the loan evidenced by this Note.


 


“Loan Agreement”
means the Multifamily Loan and Security Agreement entered into by and between Borrower and Lender, effective as of the effective
date of this Note, as amended, modified or supplemented from time to time.


 


“Lockout Period”
means the period beginning on the day that this Note is assigned to a REMIC trust until and including the Defeasance Date. The
Lockout Period only applies if this Note is assigned to a REMIC trust prior to the Cut-off Date.


 


“Margin” means
3.07 percentage points (307 basis points).


 


“Maturity Date”
means the earlier of (i) September 1, 2023 (“Scheduled Maturity Date”) and (ii) the
date on which the unpaid principal balance of this Note becomes due and payable by acceleration or otherwise pursuant to the Loan
Documents or the exercise by Lender of any right or remedy under any Loan Document; provided, however, that if the unpaid principal
balance of this Note becomes due and payable by acceleration but such acceleration is rendered null and void and of no further
force and effect by operation of law or agreement by Lender, such acceleration will have no effect on the Maturity Date.


 




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“Maximum Interest Rate”
means the rate of interest which results in the maximum amount of interest allowed by applicable law.


 


“Prepayment Premium Period”
means the period during which, if a prepayment of principal occurs, a prepayment premium will be payable by Borrower to Lender.
The Prepayment Premium Period is the period from and including the Fixed Rate Commencement Date until but not including (i) the
day that this Note is assigned to a REMIC trust, if this Note is assigned to a REMIC trust prior to the Cut-off Date, or (ii)
the first day of the Window Period, if this Note is not assigned to a REMIC trust or if this Note is assigned to a REMIC trust
on or after the Cut-off Date.


 


“Security Instrument”
means the multifamily mortgage, deed to secure debt or deed of trust effective as of the effective date of this Note, from Borrower
to or for the benefit of Lender and securing this Note, as amended, modified or supplemented from time to time.


 


“Window Period”
means the 3 consecutive calendar month period prior to the Scheduled Maturity Date.


 


“Yield Maintenance Expiration Date”
means March 1, 2023.


 


“Yield Maintenance Period”
means the period from and including the Fixed Rate Commencement Date until but not including (i) the day that this Note is assigned
to a REMIC trust, if this Note is assigned to a REMIC trust prior to the Cut-off Date, or (ii) the Yield Maintenance Expiration
Date, if this Note is not assigned to a REMIC trust or if this Note is assigned to a REMIC trust on or after the Cut-off Date.


 


(b)          Other
capitalized terms used but not defined in this Note will have the meanings given to such terms in the Loan Agreement.


 


2.            Address
for Payment. All payments due under this Note will be payable at CBRE Capital Markets, Inc. c/o GEMSA Loan Services, L.P.,
P.O. Box 973788, Dallas, Texas 75397-3788, or such other place as may be designated by Notice to Borrower from or on behalf of
Lender.


 


3.          Payments.


 


 (a)          During the Floating Rate Period, interest will accrue on the outstanding principal balance of this Note at the Adjustable Interest Rate, subject to the provisions of Section 8 of this Note. During the Fixed Rate Period, interest will accrue on the outstanding principal balance of this Note at the Fixed Interest Rate, subject to the provisions of Section 8 of this Note.




 




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(b)          Interest
under this Note will be computed, payable and allocated on the basis of an actual/360 interest calculation schedule (interest
is payable for the actual number of days in each month, and each month’s interest is calculated by multiplying the unpaid
principal amount of this Note as of the first day of the month for which interest is being calculated by the applicable Adjustable
Interest Rate (during the Floating Rate Period) or the Fixed Interest Rate (during the Fixed Rate Period), dividing the product
by 360, and multiplying the quotient by the number of days in the month for which interest is being calculated). The portion of
the monthly installment of principal and interest under this Note attributable to principal and the portion attributable to interest
will vary based upon the number of days in the month for which such installment is paid. Each monthly payment of principal and
interest will first be applied to pay in full interest due, and the balance of the monthly installment payment paid by Borrower
will be credited to principal.


 


(c)          Unless
disbursement of principal is made by Lender to Borrower on the first day of a calendar month, interest for the period beginning
on the date of disbursement and ending on and including the last day of such calendar month will be payable by Borrower simultaneously
with the execution of this Note. If disbursement of principal is made by Lender to Borrower on the first day of a calendar month,
then no payment will be due from Borrower at the time of the execution of this Note. The Installment Due Date for the first monthly
installment payment under Section 3(d) of interest-only or principal and interest, as applicable, will be the First Installment
Due Date set forth in Section 1(a) of this Note. Except as provided in this Section 3(c), Section 10, and in Section 11,
accrued interest will be payable in arrears.


 


(d)          (i)          Beginning
on the First Installment Due Date, and continuing until and including the monthly installment due on the Fixed Rate Commencement
Date, accrued interest-only will be payable by Borrower in consecutive monthly installments due and payable on the first day of
each calendar month. The amount of the monthly installment of interest-only payable pursuant to this Section 3(d)(i) on an Installment
Due Date will equal the product of (A) annual interest on the unpaid principal balance of this Note as of the first day of the
Interest Adjustment Period immediately preceding the Installment Due Date at the Adjustable Interest Rate in effect for such Interest
Adjustment Period, divided by 360, multiplied by (B) the number of days in such Interest Adjustment Period.


 


(d)          (ii)         (A)         Beginning
on the Installment Due Date after the Fixed Rate Commencement Date, and continuing until and including the Installment Due Date
immediately prior to the First Principal and Interest Installment Due Date, accrued interest-only will be payable by Borrower
in consecutive monthly installments due and payable on the first day of each calendar month. The amount of each monthly installment
of interest-only payable pursuant to this Section 3(d)(ii)(A) on an Installment Due Date will vary, and will equal $3,893.08889
multiplied by the number of days in the month prior to the Installment Due Date.


 




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(B)         Beginning
on the First Principal and Interest Installment Due Date, and continuing until and including the monthly installment due on the
Maturity Date, principal and accrued interest will be payable by Borrower in consecutive monthly installments due and payable
on the first day of each calendar month. The amount of the monthly installment of principal and interest payable pursuant to this
Section 3(d)(ii)(B) on an Installment Due Date will be $155,567.12.


 


(e)          Reserved.


 


(f)           Reserved.


 


(g)          Reserved.


 


(h)          All
remaining Indebtedness, including all principal and interest, will be due and payable by Borrower on the Maturity Date.         


 


(i)          The
following applies during the Floating Rate Period only:


 


		(i)	Lender will provide Borrower with
                                         Notice, given in the manner specified in the Loan Agreement, of the amount of each monthly
                                         installment due under this Note. However, if Lender has not provided Borrower with prior
                                         notice of the monthly payment due on any Installment Due Date, then Borrower will pay
                                         on that Installment Due Date an amount equal to the monthly installment payment for which
                                         Borrower last received notice. If Lender at any time determines that Borrower has paid
                                         one or more monthly installments in an incorrect amount because of the operation of the
                                         preceding sentence, or because Lender has miscalculated the Adjustable Interest Rate
                                         or has otherwise miscalculated the amount of any monthly installment, then Lender will
                                         give notice to Borrower of such determination. If such determination discloses that Borrower
                                         has paid less than the full amount due for the period for which the determination was
                                         made, Borrower, within 30 calendar days after receipt of the notice from Lender, will
                                         pay to Lender the full amount of the deficiency. If such determination discloses that
                                         Borrower has paid more than the full amount due for the period for which the determination
                                         was made, then the amount of the overpayment will be credited to the next installment(s)
                                         of interest only or principal and interest, as applicable, due under this Note (or, if
                                         an Event of Default has occurred and is continuing, such overpayment will be credited
                                         against any amount owing by Borrower to Lender).



 




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(ii)          In
accordance with Section 16, interest charged under this Note cannot exceed the Maximum Interest Rate. If the Adjustable Interest
Rate at any time exceeds the Maximum Interest Rate, resulting in the charging of interest hereunder to be limited to the Maximum
Interest Rate, then any subsequent reduction in the Adjustable Interest Rate will not reduce the rate at which interest under
this Note accrues below the Maximum Interest Rate until the total amount of interest accrued hereunder equals the amount of interest
which would have accrued had the Adjustable Interest Rate at all times been in effect.


 


(j)           All
payments under this Note must be made in immediately available U.S. funds.


 


(k)          Any
regularly scheduled monthly installment of interest-only or principal and interest payable pursuant to this Section 3 that
is received by Lender before the date it is due will be deemed to have been received on the due date for the purpose of calculating
interest due.


 


(l)           Any
accrued interest remaining past due for 30 days or more, at Lender’s discretion, may be added to and become part of the
unpaid principal balance of this Note and any reference to “accrued interest” will refer to accrued interest which
has not become part of the unpaid principal balance. Any amount added to principal pursuant to the Loan Documents will bear interest
at the applicable rate or rates specified in this Note and will be payable with such interest upon demand by Lender and absent
such demand, as provided in this Note for the payment of principal and interest.


 


(m)         Reserved.


 


(n)          Reserved.


 


4.            Application
of Partial 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, Lender may apply the amount received to amounts then due and payable
in any manner and in any order determined by Lender, in Lender’s discretion. Borrower agrees that neither Lender’s
acceptance of a payment from Borrower in an amount that is less than all amounts then due and payable nor Lender’s application
of such payment will constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction.


 


5.            Security.
The Indebtedness is secured by, among other things, the Security Instrument and reference is made to the Security Instrument
and the Loan Agreement for other rights with respect to collateral for the Indebtedness.


 




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6.            Acceleration.
If an Event of Default has occurred and is continuing, the entire unpaid principal balance, any accrued interest, any prepayment
premium payable under Section 10 and Section 11, and all other amounts payable under this Note and any other Loan Document,
will at once become due and payable, at the option of Lender, without any prior Notice to Borrower (except if notice is required
by applicable law, then after such notice). Lender may exercise this option to accelerate regardless of any prior forbearance.
For purposes of exercising such option, Lender will calculate the prepayment premium as if prepayment occurred on the date of
acceleration. If prepayment occurs thereafter, Lender will recalculate the prepayment premium as of the actual prepayment date.


 


7.           Late
Charge.


 


(a)          If
any monthly installment of interest or principal and interest or other amount payable under this Note or under the Loan Agreement
or any other Loan Document is not received in full by Lender within 10 days after the installment or other amount is due, counting
from and including the date such installment or other amount is due (unless applicable law requires a longer period of time before
a late charge may be imposed, in which event such longer period will be substituted), Borrower must pay to Lender, immediately
and without demand by Lender, a late charge equal to 5% of such installment or other amount due (unless applicable law requires
a lesser amount be charged, in which event such lesser amount will be substituted). If the Loan is not fully amortizing, the late
charge will not be due on the final payment of principal owed on the Maturity Date if such payment is not timely made.


 


(b)          Borrower
acknowledges that its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing
the Loan and that it is extremely difficult and impractical to determine those additional expenses. Borrower agrees that the late
charge payable pursuant to this Section represents a fair and reasonable estimate, taking into account all circumstances existing
on the date of this Note, of the additional expenses Lender will incur by reason of such late payment. The late charge is payable
in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 8.


 


8.           Default
Rate.


 


(a)          So
long as (i) any monthly installment under this Note remains past due for 30 days or more or (ii) any other Event
of Default has occurred and is continuing, then notwithstanding anything in Section 3 of this Note to the contrary, interest
under this Note will accrue on the unpaid principal balance from the Installment Due Date of the first such unpaid monthly installment
or the occurrence of such other Event of Default, as applicable, at the Default Rate.


 


 (b)         From and after the Maturity Date, the unpaid principal balance will continue to bear interest at the Default Rate until and including the date on which the entire principal balance is paid in full.




 




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(c)           Borrower
acknowledges that (i) its failure to make timely payments will cause Lender to incur additional expenses in servicing and
processing the Loan, (ii) during the time that any monthly installment under this Note is delinquent for 30 days or more,
Lender will incur additional costs and expenses arising from its loss of the use of the money due and from the adverse impact
on Lender’s ability to meet its other obligations and to take advantage of other investment opportunities, and (iii) 
it is extremely difficult and impractical to determine those additional costs and expenses. Borrower also acknowledges that, during
the time that any monthly installment under this Note is delinquent for 30 days or more or any other Event of Default has occurred
and is continuing, Lender’s risk of nonpayment of this Note will be materially increased and Lender is entitled to be compensated
for such increased risk. Borrower agrees that the increase in the rate of interest payable under this Note to the Default Rate
represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional
costs and expenses Lender will incur by reason of the Borrower’s delinquent payment and the additional compensation Lender
is entitled to receive for the increased risks of nonpayment associated with a delinquent loan.


 


9.          Limits
on Personal Liability.


 


(a)          Except
as otherwise provided in this Section 9, Borrower will have no personal liability under this Note, the Loan Agreement or
any other Loan Document for the repayment of the Indebtedness or for the performance of or compliance with any other obligations
of Borrower under the Loan Documents and Lender’s only recourse for the satisfaction of the Indebtedness and the performance
of such obligations will be Lender’s exercise of its rights and remedies with respect to the Mortgaged Property and to any
other collateral held by Lender as security for the Indebtedness. This limitation on Borrower’s liability will not limit
or impair Lender’s enforcement of its rights against any Guarantor of the Indebtedness or any Guarantor of any other obligations
of Borrower.


 


(b)          Borrower
will be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal
liability under this Section 9.


 


(c)          In
addition to the Base Recourse, Borrower will be personally liable to Lender for the repayment of a further portion of the Indebtedness
equal to any loss or damage suffered by Lender as a result of the occurrence of any of the following events:


 


		(i)	Borrower fails to pay to Lender upon
                                         demand after an Event of Default all Rents to which Lender is entitled under Section 3
                                         of the Security Instrument and the amount of all security deposits collected by Borrower
                                         from tenants then in residence. However, Borrower will not be personally liable for any
                                         failure described in this Section 9(c)(i) if Borrower is unable to pay to Lender
                                         all Rents and security deposits as required by the Security Instrument because of a valid
                                         order issued in a bankruptcy, receivership, or similar judicial proceeding.



 




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(ii)          Borrower
fails to apply all Insurance proceeds and Condemnation proceeds as required by the Loan Agreement. However, Borrower will not
be personally liable for any failure described in this Section 9(c)(ii) if Borrower is unable to apply Insurance or Condemnation
proceeds as required by the Loan Agreement because of a valid order issued in a bankruptcy, receivership, or similar judicial
proceeding.


 


(iii)        Either
of the following occurs:


 


(A)         Borrower
fails to deliver the statements, schedules and reports required by Section 6.07 of the Loan Agreement and Lender exercises its
right to audit those statements, schedules and reports.


 


 (B)          If an Event of Default has occurred and is continuing, Borrower fails to deliver all books and records relating to the Mortgaged Property or its operation in accordance with the provisions of Section 6.07 of the Loan Agreement.




 


(iv)          Borrower
fails to pay when due in accordance with the terms of the Loan Agreement the amount of any item below marked “Deferred”;
provided however, that if no item is marked “Deferred”, this Section 9(c)(iv) will be of no force or effect.


 


		[Deferred]	Hazard Insurance premiums or other Insurance premiums



		[Collect]	Taxes or payments in lieu of taxes (PILOT)



		[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)



 


(v)          Borrower
engages in any willful act of material waste of the Mortgaged Property.


 


(vi)         Borrower
fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner
fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement (subject to possible full
recourse liability as set forth in Section 9(f)(ii)).


 


(vii)       Any
of the following Transfers occurs:


 




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(A)         Any
Person that is not an Affiliate creates a mechanic’s lien or other involuntary lien or encumbrance against the Mortgaged
Property and Borrower has not complied with the provisions of the Loan Agreement.


 


(B)         A
Transfer of property by devise, descent or operation of law occurs upon the death of a natural person and such Transfer does not
meet the requirements set forth in the Loan Agreement.


 


(C)         Borrower
grants an easement that does not meet the requirements set forth in the Loan Agreement.


 


(D)         Borrower
executes a Lease that does not meet the requirements set forth in the Loan Agreement.


 


(viii)      Reserved.


 


(ix) through (xviii) are Reserved.


 


(d)           In
addition to the Base Recourse, Borrower will be personally liable to Lender for all of the following:


 


(i)           Borrower
will be personally liable for the performance of all of Borrower’s obligations under Sections 6.12 and 10.02(b) of
the Loan Agreement (relating to environmental matters).


 


(ii)          Borrower
will be personally liable for the costs of any audit under Section 6.07 of the Loan Agreement.


 


(iii)         Borrower
will be personally liable for any costs and expenses incurred by Lender in connection with the collection of any amount for which
Borrower is personally liable under this Section 9, including Attorneys’ Fees and Costs and the costs of conducting
any independent audit of Borrower’s books and records to determine the amount for which Borrower has personal liability.


 


(iv)         Reserved.


 


(v)          Reserved.


 


(e)          All
payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights
under the Loan Agreement and the other Loan Documents will be applied first to the portion of the Indebtedness for which Borrower
has no personal liability.


 




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(f)           Notwithstanding
the Base Recourse, Borrower will become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence
of any of the following Events of Default:


 


(i)           Borrower
fails to comply with Section 6.13(a)(i) or (ii) of the Loan Agreement or any SPE Equity Owner fails to comply with Section
6.13(b)(i) or (ii) of the Loan Agreement.


 


(ii)          Borrower
fails to comply with any provision of Section 6.13(a)(iii) through (xxvi) of the Loan Agreement or any SPE Equity Owner
fails to comply with any provision of Section 6.13(b)(iii) through (v) of the Loan Agreement and a court of competent
jurisdiction holds or determines that such failure or combination of failures is the basis, in whole or in part, for the substantive
consolidation of the assets and liabilities of Borrower or any SPE Equity Owner with the assets and liabilities of a debtor pursuant
to Title 11 of the Bankruptcy Code.


 


(iii)         A
Transfer that is an Event of Default under Section 7.02 of the Loan Agreement occurs other than a Transfer set forth in Section 9(c)(vii)
above (for which Borrower will have personal liability for Lender’s loss or damage); provided, however, that Borrower will
not have any personal liability for a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general
partner in a limited partnership or a manager in a limited liability company.


 


(iv)         There
was fraud or written material misrepresentation by Borrower or any officer, director, partner, member, or employee of Borrower
in connection with the application for or creation of the Indebtedness or there is fraud in connection with any request for any
action or consent by Lender.


 


(v)          Borrower
or any SPE Equity Owner voluntarily files for bankruptcy protection under the Bankruptcy Code.


 


(vi)         Borrower
or any SPE Equity Owner 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.


 


(vii)        The
Mortgaged Property or any part of the Mortgaged Property becomes an asset in a voluntary bankruptcy or becomes subject to any
voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal
or state law affecting debtor and creditor rights.


 




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(viii)       An
order of relief is entered against Borrower or any SPE Equity Owner pursuant to the Bankruptcy Code or other federal or state
law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party.


 


(ix)         An
involuntary bankruptcy or other involuntary insolvency proceeding is commenced against Borrower or any SPE Equity Owner (by a
party other than Lender) but only if Borrower or such SPE Equity Owner has failed to use commercially reasonable efforts to dismiss
such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct
or indirect interest holders in Borrower or any SPE Equity Owner to contribute or cause the contribution of additional capital
to Borrower or any SPE Equity Owner.


 


(x) through
(xii) are reserved.


 


(g)           For
purposes of Sections 9(f) and (h), the term “Related Party” will include all of the following:


 


(i)           Borrower,
any Guarantor, or any SPE Equity Owner.


 


(ii)          Any
Person that holds, directly or indirectly, any ownership interest (including any shareholder, member or partner) in Borrower,
any Guarantor, or any SPE Equity Owner or any Person that has a right to manage Borrower, any Guarantor, or any SPE Equity Owner.


 


(iii)         Any
Person in which Borrower, any Guarantor, or any SPE Equity Owner has any ownership interest (direct or indirect) or right to manage.


 


(iv)         Any
Person in which any partner, shareholder, or member of Borrower, any Guarantor, or any SPE Equity Owner has an ownership interest
or right to manage.


 


(v)          Any
Person in which any Person holding an interest in Borrower, any Guarantor, or any SPE Equity Owner also has any ownership interest.


 


(vi)        Any
creditor of Borrower that is related by blood, marriage or adoption to Borrower, any Guarantor, or any SPE Equity Owner.


 


(vii)       Any
creditor of Borrower that is related to any partner, shareholder or member of, or any other Person holding an interest in, Borrower,
any Guarantor, or any SPE Equity Owner.


 


(h)          If
Borrower, any Guarantor, any SPE Equity Owner, or any Related Party has solicited creditors to initiate or participate in any
proceeding referred to in Section 9(f), regardless of whether any of the creditors solicited actually initiates or participates
in the proceeding, then such proceeding will be considered as having been initiated by a Related Party.


 




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(i)           To
the extent that Borrower has personal liability under this Section 9, Lender may, to the fullest extent permitted by applicable
law, exercise its rights against Borrower personally without regard to whether Lender has exercised any rights against the Mortgaged
Property or any other security, or pursued any rights against any Guarantor, or pursued any other rights available to Lender under
this Note, the Loan Agreement, any other Loan Document, or applicable law. To the fullest extent permitted by applicable law,
in any action to enforce Borrower’s personal liability under this Section 9, Borrower waives any right to set off the
value of the Mortgaged Property against such personal liability.


 


10.          Voluntary
and Involuntary Prepayments During the Floating Rate Period and Prepayment Premium Period (Section Applies unless and until Loan
is Assigned to REMIC Trust Prior to the Cut-off Date).


 


(a)          This
Section 10 will apply unless and until this Note is assigned to a REMIC trust prior to the Cut-off Date.


 


(b)          Any
receipt by Lender of principal due under this Note prior to the Maturity Date, other than principal required to be paid in monthly
installments pursuant to Section 3, constitutes a prepayment of principal under this Note. Without limiting the foregoing,
any application by Lender, prior to the Maturity Date, of any proceeds of collateral or other security to the repayment of any
portion of the unpaid principal balance of this Note constitutes a prepayment under this Note.


 


(c)          (i)           Borrower
may not voluntarily prepay any portion of the principal balance of this Note during the Floating Rate Period.


 


(ii)         However,
if any portion of the principal balance of this Note is prepaid during the Floating Rate Period by reason of the application by
Lender of any proceeds of collateral or other security to any portion of the unpaid principal balance of this Note or following
a determination that the prohibition on voluntary prepayments during the Floating Rate Period is in contravention of applicable
law, then Borrower must also pay to Lender upon demand by Lender, a prepayment premium equal to 5% of the amount of principal
being prepaid.


 


(d)          (i)           During
the Prepayment Premium Period, Borrower may voluntarily prepay all of the unpaid principal balance of this Note on an
Installment Due Date so long as Borrower designates the date for such prepayment in a Notice from Borrower to Lender
given at least 30 days prior to the date of such prepayment. Unless Lender has previously notified Borrower of the expiration
of the Prepayment Premium Period, upon receipt of such Notice from Borrower, Lender will notify Borrower if the Note has been
assigned to a REMIC trust prior to the Cut-off Date and the Prepayment Premium Period has expired. If an Installment Due Date
(as defined in Section 1(a)) falls on a day which is not a Business Day, then with respect to payments made
under this Section 10 only, the term “Installment Due Date” will mean the Business Day immediately preceding
the scheduled Installment Due Date.


 




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(ii)          Notwithstanding
Section 10(d)(i), during the Prepayment Premium Period, Borrower may voluntarily prepay all of the unpaid principal balance
of this Note on a Business Day other than an Installment Due Date if Borrower provides Lender with the Notice set forth in Section 10(d)(i)
and meets the other requirements set forth in this Section 10(d)(ii). Borrower acknowledges that Lender has agreed that Borrower
may prepay principal on a Business Day other than an Installment Due Date only because Lender will deem any prepayment received
by Lender on any day other than an Installment Due Date to have been received on the Installment Due Date immediately following
such prepayment and Borrower must pay to Lender all interest that would have been due if the prepayment had actually been made
on the Installment Due Date immediately following such prepayment.


 


(e)          Unless
otherwise expressly provided in the Loan Documents, Borrower may not voluntarily prepay less than all of the unpaid principal
balance of this Note. In order to voluntarily prepay all or any part of the principal of this Note, Borrower must also pay to
Lender, together with the amount of principal being prepaid, (i) all accrued and unpaid interest due under this Note, plus
(ii) all other sums due to Lender at the time of such prepayment, plus (iii) any prepayment premium calculated pursuant
to Section 10(f).


 


(f)           Except
as provided in Section 10(g), a prepayment premium will be due and payable by Borrower in connection with any prepayment
of principal under this Note during the Prepayment Premium Period. The prepayment premium will be computed as follows:


 


(i)           For
any prepayment made during the Yield Maintenance Period, the prepayment premium will be whichever is the greater of Sections 10(f)(i)(A)
and (B) below:


 


(A)         1.0%
of the amount of principal being prepaid; or


 


(B)         the
product obtained by multiplying:


 


(1)          the
amount of principal being prepaid or accelerated,


by


(2)          the
excess (if any) of the Monthly Note Rate over the


Assumed Reinvestment
Rate,


by


(3)          the
Present Value Factor.


 




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For purposes of Section 10(f)(i)(B),
the following definitions will apply:


 


Monthly Note Rate: 1/12
of the Fixed Interest Rate, expressed as a decimal calculated to 5 digits.


 


Prepayment Date: in the
case of a voluntary prepayment, the date on which the prepayment is made; in the case of the application by Lender of collateral
or security to a portion of the principal balance, the date of such application.


 


Assumed Reinvestment Rate:
1/12 of the yield rate expressed as a decimal to 2 digits, as of the close of the trading session which is 5 Business Days
before the Prepayment Date, found among the Daily Treasury Yield Curve Rates, commonly known as Constant Maturity Treasury (“CMT”)
rates, with a maturity equal to the remaining Yield Maintenance Period, as reported on the U.S. Department of the Treasury website.


 


If no published CMT maturity
matches the remaining Yield Maintenance Period, Lender will interpolate as a decimal to 2 digits the yield rate between (a) the
CMT with a maturity closest to, but shorter than, the remaining Yield Maintenance Period, and (b) the CMT with a maturity
closest to, but longer than, the remaining Yield Maintenance Period, as follows:


 





 


		A =	 yield rate for the CMT
with a maturity shorter than the remaining Yield Maintenance Period



		B =	yield rate for the CMT
with a maturity longer than the remaining Yield Maintenance Period



		C =	number of months to maturity
for the CMT maturity shorter than the remaining Yield Maintenance Period



		D =	number of months to maturity
for the CMT maturity longer than the remaining Yield Maintenance Period



		E =	number of months remaining
in the Yield Maintenance Period



 


In the event the U.S. Department
of the Treasury ceases publication of the CMT rates, the Assumed Reinvestment Rate will equal the yield rate on the first U.S.
Treasury security which is not callable or indexed to inflation and which matures after the expiration of the Yield Maintenance
Period.


 


The Assumed Reinvestment Rate
may be a positive number, a negative number or zero.


 




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If the Assumed Reinvestment Rate is a positive number
or a negative number, Lender will calculate the prepayment premium using such positive number or negative number, as appropriate,
as the Assumed Reinvestment Rate in 10(f)(i)(B)(2) and in the calculation of the Present Value Factor.


 


If the Assumed Reinvestment Rate is zero, Lender
will calculate the prepayment premium twice as set forth in (I) and (II) below and will average the results to determine the actual
prepayment premium.


 


(I)           Lender
will calculate the prepayment premium using an Assumed Reinvestment Rate of one basis point (+0.01%) in Section 10(f)(i)(B)(2)
and in the calculation of the Present Value Factor.


 


(II)         Lender
will calculate the prepayment premium using an Assumed Reinvestment Rate of negative one basis point (-0.01%) in Section 10(f)(i)(B)(2)
and in the calculation of the Present Value Factor.


 


Present Value Factor: the factor that discounts
to present value the costs resulting to Lender from the difference in interest rates during the months remaining in the Yield
Maintenance Period, using the Assumed Reinvestment Rate as the discount rate, with monthly compounding, expressed numerically
as follows: 


 


 n = the number of months remaining in
Yield Maintenance Period; provided, however, if a prepayment occurs on an Installment Due Date, then the number of months remaining
in the Yield Maintenance Period will be calculated beginning with the month in which such prepayment occurs and if such
prepayment occurs on a Business Day other than an Installment Due Date, then the number of months remaining in the Yield Maintenance
Period will be calculated beginning with the month immediately following the date of such prepayment.


 


ARR = Assumed Reinvestment
Rate


 




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(ii)          For
any prepayment made after the expiration of the Yield Maintenance Period but during the remainder of the Prepayment Premium Period,
the prepayment premium will be 1.0% of the amount of principal being prepaid.


 


(g)          Notwithstanding
any other provision of this Section 10, no prepayment premium will be payable with respect to any of the following:


 


(i)           Any
prepayment made during the Window Period.


 


(ii)          Any
prepayment occurring as a result of the application of any Insurance proceeds or Condemnation award.


 


(iii)         Any
prepayment required under the terms of the Loan Agreement in connection with a Condemnation proceeding.


 


(iv)         Reserved.


 


(h)          Unless
Lender agrees otherwise in writing, a permitted or required prepayment of less than the unpaid principal balance of this Note
will not extend or postpone the due date of any subsequent monthly installments or change the amount of such installments.


 


(i)           Borrower
recognizes that any prepayment of any of the unpaid principal balance of this Note, whether voluntary or involuntary or resulting
from an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional expense
and frustration or impairment of Lender’s ability to meet its commitments to third parties. Borrower agrees to pay to Lender
upon demand damages for the detriment caused by any prepayment, and agrees that it is extremely difficult and impractical to ascertain
the extent of such damages. Borrower therefore acknowledges and agrees that the formula for calculating prepayment premiums set
forth in this Note represents a reasonable estimate of the damages Lender will incur because of a prepayment. Borrower further
acknowledges that the prepayment premium provisions of this Note are a material part of the consideration for the Loan, and that
the terms of this Note are in other respects more favorable to Borrower as a result of the Borrower’s voluntary agreement
to the prepayment premium provisions.


 


11.          Voluntary
and Involuntary Prepayments During the Lockout Period and During the Defeasance Period (Section Applies if Loan is Assigned to
REMIC Trust Prior to the Cut-off Date).


 


(a)          This
Section 11 will apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 11
will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to
a REMIC trust.


 




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(b)          Any
receipt by Lender of principal due under this Note prior to the Maturity Date, other than principal required to be paid in monthly
installments pursuant to Section 3, constitutes a prepayment of principal under this Note. Without limiting the foregoing,
any application by Lender, prior to the Maturity Date, of any proceeds of collateral or other security to the repayment of any
portion of the unpaid principal balance of this Note constitutes a prepayment under this Note.


 


(c)           Borrower
may not voluntarily prepay any portion of the principal balance of this Note during the Lockout Period or during the Defeasance
Period; provided, however, any prepayment occurring as a result of the application of any Insurance proceeds or Condemnation award
under the Loan Agreement will be permitted during the Lockout Period and during the Defeasance Period. If any portion of the principal
balance of this Note is prepaid during the Lockout Period or during the Defeasance Period by reason of the application by Lender
of any proceeds of collateral or other security to any portion of the unpaid principal balance of this Note or following a determination
that the prohibition on voluntary prepayments during the Lockout Period or during the Defeasance Period is in contravention of
applicable law, then Borrower must also pay to Lender upon demand by Lender, a prepayment premium equal to 5.0% of the amount
of principal being prepaid.


 


(d)           Notwithstanding
any other provision of this Section 11, no prepayment premium will be payable with respect to (i) any prepayment made
during the Window Period, or (ii) any prepayment occurring as a result of the application of any Insurance proceeds or Condemnation
award under the Loan Agreement.


 


(e)           After
the expiration of the Lockout Period and the Defeasance Period, Borrower may voluntarily prepay all of the unpaid principal balance
of this Note on an Installment Due Date so long as Borrower designates the date for such prepayment in a Notice from Borrower
to Lender given at least 30 days prior to the date of such prepayment. If an Installment Due Date (as defined in Section 1(a))
falls on a day which is not a Business Day, then with respect to payments made under this Section 11 only,
the term “Installment Due Date” will mean the Business Day immediately preceding the scheduled Installment Due Date.


 


(f)           Notwithstanding
Section 11(e) above, following the end of the Lockout Period and the Defeasance Period, Borrower may voluntarily prepay all
of the unpaid principal balance of this Note on a Business Day other than an Installment Due Date if Borrower provides Lender
with the Notice set forth in Section 11(e) and meets the other requirements set forth in this Section 11(f). Borrower acknowledges
that Lender has agreed that Borrower may prepay principal on a Business Day other than an Installment Due Date only because Lender
will deem any prepayment received by Lender on any day other than an Installment Due Date to have been received on the Installment
Due Date immediately following such prepayment and Borrower must pay to Lender all interest that would have been due if the prepayment
had actually been made on the Installment Due Date immediately following such prepayment.


 




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(g)          Unless
otherwise expressly provided in the Loan Documents, Borrower may not voluntarily prepay less than all of the unpaid principal
balance of this Note. In order to voluntarily prepay all or any part of the principal of this Note, Borrower must also pay to
Lender, together with the amount of principal being prepaid, (i) all accrued and unpaid interest due under this Note,
plus (ii) all other sums due to Lender at the time of such prepayment.


 


(h)          Unless
Lender agrees otherwise in writing, a permitted or required prepayment of less than the unpaid principal balance of this Note
will not extend or postpone the due date of any subsequent monthly installments or change the amount of such installments.


 


(i)           Borrower
recognizes that any prepayment of any of the unpaid principal balance of this Note, whether voluntary or involuntary or resulting
from an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional expense
and frustration or impairment of Lender’s ability to meet its commitments to third parties. Borrower agrees to pay to Lender
upon demand damages for the detriment caused by any prepayment, and agrees that it is extremely difficult and impractical to ascertain
the extent of such damages. Borrower therefore acknowledges and agrees that the formula for calculating prepayment premiums set
forth in Section 11(c) of this Note represents a reasonable estimate of the damages Lender will incur because of a prepayment.
Borrower further acknowledges that the lockout and prepayment premium provisions of this Note are a material part of the consideration
for the Loan, and that the terms of this Note are in other respects more favorable to Borrower as a result of the Borrower’s
voluntary agreement to the prepayment premium provisions.


 


(j)           If,
after the expiration of the Lockout Period, Borrower defeases the Loan as described in Section 11.12 of the Loan Agreement
during the Defeasance Period, Borrower will not have the right to voluntarily prepay any of the principal of this Note at any
time.


 


12.           Defeasance
(Section Applies if Loan is Assigned to REMIC Trust Prior to the Cut-off Date).


 


(a)          This
Section 12 will apply in the event this Note is assigned to a REMIC trust prior to the Cut-off Date. This Section 12
will be of no effect if this Note is assigned to a REMIC trust on or after the Cut-off Date or if this Note is not assigned to
a REMIC trust.


 


(b)          Section 5
of this Note is amended by adding a new paragraph at the end of the Section as follows:


 




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If Borrower obtains a release
of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, the Indebtedness
will be secured by the Pledge Agreement and reference will be made to the Pledge Agreement for other rights of Lender as to collateral
for the Indebtedness.


 


(c)          Section 9
of this Note is amended by adding a new paragraph at the end thereof as follows:


 


If Borrower obtains a release
of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, Borrower
will have no personal liability under this Note or the Pledge Agreement for the repayment of the Indebtedness or for the performance
of any other obligations of Borrower under this Note or the Pledge Agreement (other than any liability under Section 6.12
or Section 10.02 of the Loan Agreement for events that occur prior to the Defeasance Closing Date, whether discovered before or
after the Defeasance Closing Date), and Lender’s only recourse for the satisfaction of the Indebtedness and the performance
of such obligations will be Lender’s exercise of its rights and remedies with respect to the collateral held by Lender under
the Pledge Agreement as security for the Indebtedness.


 


(d)          Section 21(a)
of this Note is amended by adding a new paragraph at the end of that subsection as follows:


 


If Borrower obtains a release
of the Mortgaged Property from the lien of the Security Instrument pursuant to Section 11.12 of the Loan Agreement, all Notices,
demands and other communications required or permitted to be given pursuant to this Note will be given in accordance with the
Pledge Agreement.


 


13.         Costs
and Expenses. To the fullest extent allowed by applicable law, Borrower must pay all expenses and costs, including Attorneys’
Fees and Costs incurred by Lender as a result of any default under this Note or in connection with efforts to collect any amount
due under this Note, or to enforce the provisions of any of the other Loan Documents, including those incurred in post-judgment
collection efforts and in any bankruptcy proceeding (including any action for relief from the automatic stay of any bankruptcy
proceeding) or judicial or non-judicial foreclosure proceeding. Borrower acknowledges and agrees that, in connection with each
request by Borrower under this Note or any Loan Document, Borrower must pay all reasonable Attorneys’ Fees and Costs and
expenses incurred by Lender, including any fees charged by the Rating Agencies (if applicable), regardless of whether the matter
is approved, denied or withdrawn.


 




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14.          Forbearance.
Any forbearance by Lender in exercising any right or remedy under this Note, the Loan Agreement, or any other Loan Document,
or otherwise afforded by applicable law, will not be a waiver of or preclude the exercise of that or any other right or remedy.
The acceptance by Lender of any payment 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 or to exercise any right
or remedy with respect to any failure to make prompt payment. Enforcement by Lender of any security for Borrower’s obligations
under this Note will not constitute an election by Lender of remedies so as to preclude the exercise of any other right or remedy
available to Lender.


 


15.         Waivers.
Borrower and all endorsers and Guarantors of this Note and all other third party obligors waive presentment, demand, notice
of dishonor, protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, presentment for payment,
notice of nonpayment, grace, and diligence in collecting the Indebtedness.


 


16.         Loan
Charges. Neither this Note nor any of the other Loan Documents will be construed to create a contract for the use, forbearance,
or detention of money requiring payment of interest at a rate greater than the Maximum Interest Rate. If any applicable law limiting
the amount of interest or other charges permitted to be collected from Borrower in connection with the Loan is interpreted so
that any interest or other charge provided for in any Loan Document, whether considered separately or together with other charges
provided for in any other Loan Document, violates that law, and Borrower is entitled to the benefit of that law, that interest
or charge is hereby 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 unpaid principal balance of this Note. 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 that constitutes interest, as well as all other charges made in connection with the Indebtedness
that constitute interest, will be deemed to be allocated and spread ratably over the stated term of this 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 this Note.


 


17.         Commercial
Purpose. Borrower represents that Borrower is incurring the Indebtedness solely for the purpose of carrying on a business
or commercial enterprise, and not for personal, family, household, or agricultural purposes.


 


18.         Counting
of Days. Any reference in this Note to a period of “days” means calendar days, not Business Days, except where
otherwise specifically provided.


 


19.         Governing
Law. This Note will be governed by the law of the Property Jurisdiction.


 


20.         Captions.
The captions of the Sections of this Note are for convenience only and will be disregarded in construing this Note.


 


21.         Notices;
Written Modifications.


 


(a)          All
Notices, demands, and other communications required or permitted to be given pursuant to this Note will be given in accordance
with Section 11.03 of the Loan Agreement.


 




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(b)          Any
modification or amendment to this Note will be ineffective unless in writing and signed by the party sought to be charged with
such modification or amendment; provided, however, in the event of a Transfer under the terms of the Loan Agreement that requires
Lender’s consent, any or some or all of the Modifications to Multifamily Note set forth in Exhibit A to this
Note may be modified or rendered void by Lender at Lender’s option, by Notice to Borrower and the transferee, as a condition
of Lender’s consent.


 


22.         Consent
to Jurisdiction and Venue. Borrower agrees that any controversy arising under or in relation to this Note 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 will arise under or in relation to this Note. 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 Note is intended to limit any right that Lender may have
to bring any suit, action, or proceeding relating to matters arising under this Note in any court of any other jurisdiction.


 


23.         WAIVER
OF TRIAL BY JURY. BORROWER AND LENDER EACH (a) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING
OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (b) WAIVES
ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER
OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


24.         State-Specific
Provisions. N/A.


 


25.         Attached
Riders. The following Riders are attached to this Note:


 


  RIDER TO MULTIFAMILY
NOTE - SENIORS HOUSING (Revised 3-1-2014)


 


26.         Attached
Exhibit. The following Exhibit, if marked with an “X” in the space provided, is attached to this Note:


 


xExhibit
A     Modifications to Multifamily Note


 


SIGNATURE PAGE FOLLOWS


 




    	Multifamily Note
Float to Fixed Defeasance	Page 23



    	 



    

 


IN WITNESS WHEREOF, and in consideration
of the Lender’s agreement to lend Borrower the principal amount set forth above, Borrower has signed and delivered this
Note or has caused this Note to be signed and delivered by its duly authorized representative.


 


	BORROWER:	SENTIO STAV LANDLORD, LLC,
	 	a Delaware limited liability company


 


	 	By:  	/s/ John Mark Ramsey	 
	 	 	John Mark Ramsey, Authorized Signatory


 


	 	30-0831240	 
	 	Borrower’s
Employer ID Number	 


 




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Float to Fixed Defeasance	Page 24



    	 



    

 


Freddie Mac Loan No. for Floating
Rate Period: 504189492


Freddie Mac Loan No. for Fixed
Rate Period: 504189077


Property Name: St. Andrew’s Village


 


The following endorsement is attached
to that certain Multifamily Note executed by Sentio STAV Landlord, LLC, a Delaware limited liability company, in favor of the
undersigned.


 


PAY TO THE ORDER OF ___________________________________________
WITHOUT RECOURSE, as of the 19th day of August, 2014.


 


	 	CBRE CAPITAL MARKETS, INC.,
	 	a Texas corporation


 


	 	By:	/s/ Kristi Duncan	 
	 	Name:	Kristi Duncan	 
	 	Title:	Vice President	 


 




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RIDER TO MULTIFAMILY
NOTE


 


SENIORS HOUSING



 


(Revised 3-1-2014)



 


The following changes are made to the Note
which precedes this Rider:


 


A.           Sections
9(c)(xvi) and (xvii) are deleted and replaced with the following:


 


(xvi)       Borrower
fails to cause the renewal, continuation, extension or maintenance of all Licenses required to legally operate the Mortgaged Property
as a seniors housing Facility.


 


(xvii)      Borrower
fails upon an Event of Default to cooperate, or Borrower otherwise intentional interferes with, hinders or delays Lender (or its
nominee or designee), in connection with the timely and orderly transfer of any and all Licenses.


 




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EXHIBIT A


 


MODIFICATIONS TO MULTIFAMILY NOTE


 


The following modifications are made to the text of the Note
that precedes this Exhibit:


 


1. Section 9(c)(xviii) is deleted and replaced with the following:


 


(xviii)     The
Charge of Discrimination filed with the Colorado Civil Rights Division (“CCRD”) against ERB Opco SAV, LLC dba
St Andrew’s Village on April 8, 2014.


 




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