Exhibit 10.5


 


PROMISSORY
NOTE A


 


	$40,912,000.00	January 15, 2015


 


FOR VALUE RECEIVED
Westminster-LCS Georgetown LLC, an Iowa limited liability company (“Borrower”), hereby unconditionally promises
to pay to the order of Sentio Georgetown, LLC, a Delaware limited liability company (“Lender”) the principal
sum of FORTY MILLION NINE HUNDRED TWELVE THOUSAND and No/100 Dollars ($40,912,000.00), in lawful money of the United States of
America, with interest thereon, and to be paid in accordance with the terms of this Promissory Note A (“Note”)
and that certain Construction Loan Agreement dated as of the date hereof among Borrower, Lender, and Sentio Georgetown TRS, LLC,
a Delaware limited liability company (“Lender B”) (as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Loan Agreement. This Note is “Note A” as defined in the Loan Agreement.


 


ARTICLE
1


 


PAYMENT
TERMS


 


Borrower agrees to
pay the Loan A Debt, without set off, including without limitation the principal amount of this Note and interest on the unpaid
principal amount of this Note from time to time outstanding at the rates, at the times and in the manner specified in the Loan
Agreement, and the outstanding principal balance of this Note and all accrued and unpaid interest thereon shall be due and payable
on the Maturity Date.


 


ARTICLE
2


 


DEFAULT
AND ACCELERATION


 


The Loan A Debt shall,
without notice, become immediately due and payable at the option of Lender if any payment required by this Note is not paid on
or prior to the date when due (subject to any applicable notice or cure periods) or is not paid on the Maturity Date or on the
happening of any other Event of Default.


 


ARTICLE
3


 


LOAN
DOCUMENTS AND EXCULPATION


 


This Note is secured
to the extent set forth in the Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement and the
other Loan Documents are made part of this Note to the same extent and with the same force as if they were fully set forth herein.
In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of
the Loan Agreement shall govern.


 




    	 



    	 



    

 


ARTICLE
4


 


SAVINGS
CLAUSE


 


This Note and the other
Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal
balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of
the Maximum Legal Rate. If by the terms of this Note, the Loan Agreement, or the other Loan Documents, Borrower is at any time
required or obligated to pay interest on the principal balance due hereunder or under the Loan at a rate in excess of the Maximum
Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum
Legal Rate, and the relevant provision in the Loan Documents will be deemed to be revised such that the interest contracted for
does not exceed the Maximum Legal Rate. All payments received by Lender in excess of the Maximum Legal Rate shall be deemed to
have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid
to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law,
be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate
or amount of interest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable
to the Loan for so long as the Loan is outstanding.


 


ARTICLE
5


 


WAIVERS


 


Borrower and all others
who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment,
notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment or
failure to perform or observe and all other notices or proof of any kind. No release of any security for the Debt or extension
of time for payment of the Debt or any installment hereof, and no modification, amendment, supplement, waiver, extension, discharge
or termination of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or
any other Person shall release, modify, amend, waive, extend, supplement, discharge, terminate or affect the liability of Borrower
or any other Person who may become liable for the payment of all or any part of the Debt under this Note, the Loan Agreement or
the other Loan Documents. No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of
the right of Lender to take further action without further notice or demand as provided for in this Note, the Loan Agreement or
the other Loan Documents. If Borrower is a partnership or limited liability company, the agreements herein contained shall remain
in force and be applicable, notwithstanding any changes in the Persons comprising the partnership or limited liability company,
and the term “Borrower,” as used herein, shall include any alternate or successor partnership or limited liability
company, but any predecessor partnership or limited liability company and their partners or members shall not thereby be released
from any liability. If Borrower is a corporation, the agreements contained herein shall remain in full force and be applicable
notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the
term “Borrower,” as used herein, shall include any alternative or successor corporation, but any predecessor corporation
shall not be relieved of liability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver
of, any prohibition or restriction on transfers of interests in such partnership, limited liability company or corporation, that
may be set forth in the Loan Agreement or any other Loan Document.)


 




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ARTICLE
6


 


GOVERNING
LAW


 


This Note shall be
governed by, and construed and enforced in accordance with, the laws of the State of Texas without regard to the conflicts of laws
principles thereof; provided that if Lender has greater rights or remedies under federal law, then such rights and/or remedies
under federal law shall also be available to Lender.


 


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IN WITNESS WHEREOF,
Borrower has duly executed this Promissory Note A as of the day and year first above written.


 


	 	BORROWER:




 


	 	WESTMINSTER – LCS GEORGETOWN

LLC, an Iowa limited liability company


 


	 	By: LCS Georgetown LLC, an Iowa 

limited liability company, its 

Managing Member
	 	 
	 	/s/ Joel D. Nelson
	 	Name: Joel D. Nelson
	 	Title: President and COO


 




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