EX-10.1



 Exhibit 10.1 

MULTIFAMILY LOAN AND SECURITY AGREEMENT 

SENIORS HOUSING 

(Revised 7-2-2014) 

(FHLMC) 







 Freddie Mac Loan Number: 708638015 

Property Name: Ashford Court 
 MULTIFAMILY LOAN
AND SECURITY AGREEMENT – SENIORS HOUSING 
 (Revised 7-2-2014) 

 

			
	 Borrower:
		 NIC 11 Ashford Court Owner LLC, a Delaware limited liability company

		
	 Lender:
		 WALKER & DUNLOP, LLC, a Delaware limited liability company

		
	 Date:
		 March 27, 2015

		
	 Loan Amount:
		 $9,360,000

	 	  	 

 Reserve Fund Information 

(See Article IV) 
  

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

	
	 Collect            
            Insurance

	 Collect            
            Taxes

	 Deferred         
            water/sewer

	 N/A                
            Ground Rents

	
Deferred                           
        assessments/other charges

	 


																	
	 Repairs & Repair Reserve
		 Repairs required?
				    X    		Yes				           		No		
			 If No, is radon testing required?
				           		Yes				    X    		No		
			 If Yes, is a Reserve required?
				    X    		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

 

	 Cap Agreement Reserve (Cap Collateral)
                                         
 X     Yes                         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
	  	7-1-2014
		
	 Rider to Multifamily Loan and Security Agreement – Repair Reserve Fund
	  	7-1-2014
		
	 Rider to Multifamily Loan and Security Agreement – Property Improvement Alterations
	  	9-25-2014
		
	 Rider to Multifamily Loan and Security Agreement – Limited Partner or Non-Managing Member Transfer
	  	7-2-2014
		
	 Rider to Multifamily Loan and Security Agreement – Cooperation with Ratings Agencies and Investors
	  	1-27-2015
		
	 Rider to Multifamily Loan and Security Agreement – Rate Cap Agreement and Rate Cap Reserve Fund
	  	7-17-2014
		
	 Rider to Multifamily Loan and Security Agreement – Entity Guarantor
	  	3-1-2014
		
	 Rider to Multifamily Loan and Security Agreement – Recycled Borrower
	  	7-17-2014
		
	 Rider to Multifamily Loan And Security Agreement – Seniors Housing – Alzheimer’s Care, Dementia Care And/Or Memory
Care
	  	3-20-2015
		
	 Rider to Multifamily Loan And Security Agreement – Additional Provisions – Sale Or Securitization Of Loan
	  	2-28-2015
		
	 Rider to Multifamily Loan and Security Agreement Medicare, Medicaid and Governmental Payor Programs – Seniors
Housing
	  	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
	  	2-17-2015
		
	 Rider to Multifamily Loan and Security Agreement – Cross Collateralized Transaction
	  	2-17-2015
		
	 Rider to Multifamily Loan and Security Agreement – Trade Names
	  	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
		 Floating Rate Mortgage – Third Party Cap Agreement
		 	3	  
		
	 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
		 Cap Agreement and Cap Collateral Assignment
		 	4	  
	 3.05
		 Guaranty
		 	4	  
	 3.06
		 Assignment of Licenses, Certificates and Permits
		 	4	  
	 3.07
		 Reserved
		 	5	  
		
	 ARTICLE IV        RESERVE FUNDS AND REQUIREMENTS

		 	5	  
	 4.01
		 Reserves Generally
		 	5	  
	 4.02
		 Reserves for Taxes, Insurance and Other Charges
		 	6	  
	 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
		 	8	  
	 4.08
		 Reserved
		 	8	  
	 4.09
		 Reserved
		 	8	  
		
	 ARTICLE V        REPRESENTATIONS AND WARRANTIES

		 	8	  
	 5.01
		 Review of Documents
		 	8	  
	 5.02
		 Condition of Mortgaged Property
		 	8	  
	 5.03
		 No Condemnation
		 	8	  
	 5.04
		 Actions; Suits; Proceedings
		 	8	  
	 5.05
		 Environmental
		 	9	  
	 5.06
		 Commencement of Work; No Labor or Materialmen’s Claims
		 	10	  
	 5.07
		 Compliance with Applicable Laws and Regulations
		 	10	  
	 5.08
		 Access; Utilities; Tax Parcels
		 	11	  
	 5.09
		 Licenses and Permits
		 	12	  
	 5.10
		 No Other Interests
		 	13	  
	 5.11
		 Term of Leases
		 	13	  


  

			
	 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
		 	14	  
	 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
		 	15	  
	 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
		 	18	  
	 5.30
		 Material Contracts
		 	18	  
	 5.31
		 No Financing Statements
		 	19	  
	 5.32
		 Medicare and Medicaid
		 	19	  
	 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
		 	21	  
	 5.35
		 No Pledge of Receivables
		 	21	  
	 5.36
		 Patient and Resident Care Agreements
		 	21	  
	 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

		 	22	  
	 6.01
		 Compliance with Laws
		 	22	  
	 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
		 	43	  
	 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
		 	50	  
	 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
		 	58	  
	 7.02
		 Prohibited Transfers
		 	59	  
	 7.03
		 Conditionally Permitted Transfers
		 	60	  
	 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
		 	66	  
	 7.09
		 Reserved
		 	66	  
		
	 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
		 	71	  
	 9.03
		 Remedies
		 	71	  
	 9.04
		 Forbearance
		 	72	  
	 9.05
		 Waiver of Marshalling
		 	73	  


  

			
	 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
		 	79	  
	 11.03
		 Notice
		 	79	  
	 11.04
		 Successors and Assigns Bound
		 	80	  
	 11.05
		 Joint and Several (and Solidary) Liability
		 	80	  
	 11.06
		 Relationship of Parties; No Third Party Beneficiary
		 	80	  
	 11.07
		 Severability; Amendments
		 	80	  
	 11.08
		 Disclosure of Information
		 	81	  
	 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
		 	91	  
	 11.16
		 Through 11.18 are Reserved
		 	92	  
	 11.19
		 State Specific Provisions
		 	93	  
	 11.20
		 Time is of the Essence
		 	93	  
		
	 ARTICLE XII        DEFINITIONS 
		 	93	  
		
	 ARTICLE XIII        
INCORPORATION OF ATTACHED RIDERS 
		 	113	  
		
	 ARTICLE XIV        
INCORPORATION OF ATTACHED EXHIBITS 
		 	113	  


  

			
	 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 March 27, 2015 and is made by and between
NIC 11 Ashford Court Owner LLC, a Delaware limited liability company (“Borrower”), and WALKER & DUNLOP, LLC, a Delaware limited liability company (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 $9,360,000 (“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 I        DEFINED	 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. 


  

	 	(a)	 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. 


  

	 	(b)	 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. 


  

	 	(c)	 All Exhibits and Riders attached to or referred to in this Loan Agreement are incorporated by reference in this Loan Agreement.



  

	 	(d)	 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. 


  

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



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 1










	 	(f)	 As used in this Loan Agreement, the term “including” means “including, but not limited to” and the term “includes”
means “includes without limitation.” 


  

	 	(g)	 The use of one gender includes the other gender, as the context may require. 



 

	 	(h)	 Unless the context requires otherwise, (i) 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 (ii) any reference in this Loan Agreement to any Person will be construed to include such Person’s successors and assigns. 


  

	 	(i)	 Any reference in this Loan Agreement to “Lender’s requirements,” “as required by Lender,” or similar references will be
construed, after Securitization, to mean Lender’s requirements or standards as determined in accordance with Lender’s and Loan Servicer’s obligations under the terms of the Securitization documents. 



 

	ARTICLE II        LOAN.	 


  

	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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 2










	 	 
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	 Floating Rate Mortgage – Third Party Cap Agreement. If (a) the Note does not provide for interest to
accrue at a floating 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.



  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 3










	 	(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. 


  

	 	(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	 Cap Agreement and Cap Collateral Assignment. 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 4










	 	(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. 


  

	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 and 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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 5










	 	 
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. 



 

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



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 6










	 	 
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. 



 

	 	(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. Reserved. 



 

	4.05	 Rental Achievement Provisions. Reserved. 



 

	4.06	 Debt Service Reserve. Reserved. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 7










	4.07	 Rate Cap Agreement Reserve Fund. Reserved. 



 

	4.08	 Reserved. 


  

	4.09	 Reserved. 



ARTICLE V         REPRESENTATIONS 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. 



 

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 8










	 	(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.



  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 9










	 	(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: 



 

	 	(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, 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 10










	 	 
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: 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 11










	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. 



 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 12










	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. 



 

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 13










	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. 



 

	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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 14










	 	 
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. 



 

	 	(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.




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 15










	 	[ 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                      (“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. 


  

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


  

	 	  X  	 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”): 



 

									
			 1.
		Independent Living Units		100%		
							145 units		
					
			 2.
		Assisted Living Residences		0%		
							0 units		
							0 beds		
					
			 3.
		 Assisted Living Residences devoted
 to
Alzheimer’s care, dementia care and/or memory care
		0%		
							0 units		
							0 beds		


  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 16










									
			 4.
		Skilled Nursing Beds		0%		
							0 units		
							0 beds		
					
			 5.
		 Continuing Care Retirement
 Community with the
following percentages of use:
				
					
					a.        Seniors Apartments		0%		
							0 units		
					
					b.        Independent Living Units		0%		
							0 units		
					
					c.        Assisted Living Residences		0%		
							0 units		
							0 beds		
					
					d.        Skilled Nursing Beds		0%		
							0 units		
							0 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 17










	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. 


  

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 18










	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. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 19










	 	(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: 


  

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 20










	 	 
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. 


  

	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)	 [Reserved] 


  

	5.39	 Seniors Housing Operator. Reserved. 


  

	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). 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 21










	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. 


  

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 22










	 	(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. 



 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 23










	 	(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.



  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 24










	 	(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. 


  

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 25










	 	 
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: 


  

	 	(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)	 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 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. 


  

	 	(C)	 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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 26










	 	 
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. 



 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 27










	 	(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. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 28










	 	(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. 


  

	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




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 29










	 	 
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. 


  

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 30










	 	(iii)	 Reserved. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 31










	 	(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. 


  

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 32










	 	(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. 


  

	 	(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	  


  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
	  	Page 33









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

	 	(ix)	 Reserved. 


  

	 	(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 Mortgaged 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/or acting as eligible
surplus insurers in the Property Jurisdiction, and which have 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 34










	 	(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. 



 

	 	(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 to 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 no later than the earlier of the following: 


  

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



 

	 	(ii)	 The date of any Notice of an insured loss given 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.




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 35










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



 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 36










	 	(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. 


  

	 	(iv)	 The Restoration will be completed less than (A) 6 months prior to the Maturity Date if re-leasing will be completed prior to the Maturity
Date, or (B) 12 months prior to the Maturity Date if re-leasing will not 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 37










	 	(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. 


  

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 38










	 	(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: 


  

	 	(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 re-let 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 39










	 	(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: 



 

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 40










	 	 
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. 


  

	 	(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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 41










	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 42










	 	 
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: 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 43










	 	(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. 



 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 44










	 	(C)	 through (F) are reserved. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 45










	 	(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. 


  

	 	(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.




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 46










	 	(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. 



 

	 	(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 managing member or
general partner, as the case may be, of Borrower and owning at least 0.5% equity interest in Borrower. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 47










	 	(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. 


  

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 48










	 	 
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.



  

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 49










	 	 
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: 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 50










	 	(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: 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 51










	 	(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).



  

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 52










	 	 
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. 


  

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 53










	 	 
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. 


  

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 54










	 	(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.



  

	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 a floating 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 55










	 	(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).



  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 56










	 	(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. 


  

	 	(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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 57










	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. 


  

	 	(f)	 A Condemnation with respect to which the Borrower satisfies the requirements of Section 6.11. 



 

	 	(g)	 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. 


  

	 	(h)	 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. 


  

	 	(i)	 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. 


  

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


  

	 	(k)	 Reserved. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 58










	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. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 59










	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. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 60










	 	(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 Processing 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. 



 

	 	(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. 



 

	 	(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, Lender may require an opinion of counsel which meets each of the following requirements:



  

	 	(A)	 The counsel providing the opinion is acceptable to Lender. 



 

	 	(B)	 The opinion is addressed to Lender. 


  

	 	(C)	 The opinion is paid for by Borrower. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 61










	 	(D)	 The opinion is in form and substance satisfactory to Lender in its sole and absolute discretion. 



 

	 	(E)	 The opinion confirms each of the following: 


  

	 	(1)	 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). 


  

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



  

	 	(3)	 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. 


  

	 	(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
Processing Fee. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 62










	 	(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. 



 

	 	(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.




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 63










	 	(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. 


  

	 	(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. 



 

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



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 64










	 	(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. 


  

	 	(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. 


  

	7.07	 Additional Transfer Requirements - External Cap Agreement. 



 

	 	(a)	 Continuation of 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 Cap Agreement is transferred to the applicable transferee or, if the Cap Agreement is not transferable, Borrower will replace the third-party Cap Agreement in accordance with Lender’s then-current requirements.




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 65










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



 

	 	(i)	 If the third-party Cap Agreement 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 Agreement, 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. 


  

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 66










	 	(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. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 67










	 	(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. 


  

	 	(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




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 68










	 	 
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. 



 

	 	(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 Borrower must provide a replacement Guarantor pursuant to Section 9.01(p)(ii), then Borrower pays the Transfer Processing 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 69










	 	(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. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 70










	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. 



 

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 71










	 	(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. 



 

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 72










	 	 
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. 



 

	ARTICLE IX        	 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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 73









 
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. 



 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 74










	 	(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: 


  

	 	(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 Person that has filed the registration statement, if any, relating to the Securitization, and any Affiliate of such Person.




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 75










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



  

	 	(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. 


  

	 	(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.




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 76










	 	(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. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 77










	 	(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. 



 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 78










	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: 



 

					
			 If to Lender:
		 Walker & Dunlop, LLC

7501 Wisconsin Avenue, Suite 1200E

Bethesda, Maryland 20814

			
			 If to Borrower:
		 c/o Fortress Investment Group LLC

2901 North Dallas Parkway, Suite 380

Plano, Texas 75093
 Attention
Brian Landrum and Trent Johnson


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 79










	 	(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 in 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 Loan Agreement, the phrase is amended to read “joint, several, and solidary.” 


  

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 80










	 	(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.



  

	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 81










	 	(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. 


  

	 	(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 Minimum 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 



  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 82










	 	(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 a floating 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.



 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
Maximum Combined 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. 



  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 83









 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 Maximum
Combined 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)). 


  

	 	(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. 



  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 84










	 	(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. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 85










	 	(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. 


  

	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 



  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 86










	 	 
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. 



 

	 	(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. 



  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 87










	 	(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.



  

	 	(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. 



  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 88










	 	(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”). 


  

	 	(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 include 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). 



  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 89










	 	 
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. 


  

	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 executed amendments to the Loan Documents satisfactory to the Rating Agencies.



  

	 	(c)	 Providing updated financial information with appropriate verification through auditors’ letters, if required by Lender. 



 

	 	(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 certificate, written confirmation of Borrower’s indemnification obligations under this Loan Agreement, 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 90










	 	(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. 



 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 91










	 	(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	 Reserved. 


  

	11.17	 Splitting the Note. 


  

	 	(a)	 Lender has the right from time to time to sever the Note into two or more separate promissory notes in such denominations as Lender determines in
its sole discretion, which promissory notes may be included in separate sales or Securitizations undertaken by Lender. In conjunction with any such action, Lender may redefine the interest rate and amortization schedule; provided however, each of
the following will be true: 


  

	 	(i)	 If Lender redefines the interest rate, the weighted average of the margins contained in the severed promissory notes taken in the aggregate will
equal the Margin (as defined in the Note). 


  

	 	(ii)	 If Lender redefines the amortization schedule, the amortization of the severed promissory notes taken in the aggregate will require no more
amortization to be paid under the Loan than as required under the Note at the time such action was taken by Lender and such redefined amortization will not result in a change in the amount of the monthly payment due under the Note.



  

	 	(b)	 Borrower will only be required to make one payment under such separate promissory notes. Subject to the foregoing, each severed promissory note,
and the Loan evidenced by each severed promissory note, will be upon all of the terms and provisions contained in this Loan Agreement and the Loan Documents which continue in full force and effect, except that Lender may allocate specific collateral
given for the Loan as security for performance of specific promissory notes, in each case with or without cross default provisions. 


  

	 	(c)	 Borrower agrees to cooperate with all reasonable requests of Lender to accomplish the foregoing, including execution and prompt delivery to Lender
of a severance agreement and such other documents as Lender requires in Lender’s Discretion, and Lender will reimburse Borrower for all costs reasonably incurred by Borrower in connection with actions taken by Borrower pursuant to Lender’s
request under the terms of this Section 11.17. 


  

	 	(d)	 Borrower hereby appoints Lender its attorney-in-fact with full power of substitution (which appointment will be deemed to be coupled with an
interest 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 92










	 	 
and irrevocable until the Loan is paid in full and the Security Instrument is discharged of record, with Borrower hereby ratifying all that its said attorney may do by virtue of such power) to
make and execute all documents necessary or desirable to effect the severance set forth in Section 11.17(a); provided, however, Lender will not make or execute any such documents under such power until 10 Business Days after Lender has
given Borrower Notice of Lender’s intent to exercise its rights under such power. 


  

	 	(e)	 Borrower’s failure to deliver any of the documents requested by Lender under this Section for a period of 10 Business Days after Notice
of such request by Lender will, at Lender’s option, constitute an Event of Default under this Loan Agreement. 


  

	11.18	 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.



  

	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). 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 93









 “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. 
 “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 $500,000. 

“Borrower Proof of Loss Maximum” means $2,500,000. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 94









 “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. 


  

	 	(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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 95









 “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. 

“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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 96









 “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. 

“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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 97









 “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. 

“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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 98









 “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. 

“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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 99









 “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. 

“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. 
 “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). 

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

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 100









 “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. 
 “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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 101









 “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.  

“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. 

“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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 102









 “Maximum Combined LTV” means 65%. 

“Minimum 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 a floating 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. 



“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). 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 103










	 	(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). 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 104










	 	(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 a floating 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. 

“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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 105









 “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: O&M Program for asbestos and
PCBs which complies with the requirements of the environmental report prepared by RPS GaiaTech dated March 1, 2015. 

“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. 


  

	 	(vi)	 All other intangible property, general intangibles and rights relating to the operation of, or used in connection with, the Land or the
Improvements, 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 106










	 	 
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. 



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 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 107









 
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 Holiday AL Management Sub LLC, 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. 
 “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: 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 108










	 	(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. 

“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.

 “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). 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 109









 “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. 
 “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. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 110









 “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.



  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 111










	 	(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
the lesser of the following: 
  

	 	(i)	 1% of the outstanding principal balance of the Indebtedness as of the date of the Transfer. 



 

	 	(ii)	 $250,000. 


 “Transfer
Processing Fee” means a nonrefundable fee of $15,000 for Lender’s review of a proposed or completed 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). 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 112










	ARTICLE XIII	        INCORPORATION OF ATTACHED RIDERS. 

 The Riders listed on
Page ii are attached to and incorporated into this Loan Agreement. 
  

	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
			
	x		Exhibit C		Repair Schedule of Work
			
	x		Exhibit D		Repair Disbursement Request (required)
			
	 ̈		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)


  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 113










					
	 x
		Exhibit L		Furniture, Fixtures, Equipment, and Motor Vehicles (required)
			
	 x
		Exhibit M		Contracts (required)
			
	 x
		Exhibit N		Material Contracts (required)

 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; 

SIGNATURES ON FOLLOWING PAGES 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page 114









 
					
	BORROWER:		
	
	NIC 11 Ashford Court Owner LLC, a Delaware limited liability company
			
	By:		 /s/ Justine Cheng
		(Seal)
	Name:		Justine Cheng		
	Title:		Authorized Person		


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 

  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 115









 [SIGNATURES CONTINUED FROM PREVIOUS PAGE] 

 

					
	LENDER:		
		
	WALKER & DUNLOP, LLC, a Delaware limited liability company		
			
	By:		 /s/ Nancy McGrade
		(Seal)
	Name:		Nancy McGrade		
	Title:		Senior Closing Officer		



  

			
	Multifamily Loan and Security Agreement – Seniors Housing		Page 116









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

REPLACEMENT RESERVE FUND – IMMEDIATE DEPOSITS 

(Revised 7-1-2014) 
 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)	 Costs Charged by Lender. 


  

	 	(i)	 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 may charge Borrower an amount sufficient to pay all reasonable costs and expenses charged by such third party inspector. 



 

	 	(ii)	 If there are sufficient funds in Replacement Reserve Fund, Lender will be entitled, but not obligated, to deduct from the Replacement Reserve Fund
the costs and expenses set forth in Section 4.04(b)(i). Lender will be entitled to charge Borrower for such costs and expenses and Borrower will pay the amount of such item(s) to Lender immediately within five
(5) Business Days after Notice from Lender to Borrower of such charge(s). 


  

	 	(iii)	 If there are insufficient funds in the Replacement Reserve Fund, then Lender will be entitled to charge Borrower for the costs and expenses
specified in Section 4.04(b)(i), and Borrower will pay the amount of such item(s) to Lender immediately within five (5) Business Days after Notice from Lender to Borrower of such charge(s).




  

			
	 Rider to Multifamily Loan and Security Agreement

Replacement Reserve Fund – Immediate Deposits
		Page 1










	 	(c)	 Adjustments to Replacement Reserve Fund. If the initial term of the Loan is greater than 120 months, then the following provisions will
apply: 


  

	 	(i)	 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. 



 

	 	(ii)	 Borrower will pay the cost of any assessment required by Lender pursuant to Section 4.04(c)(i) to Lender immediately after Notice from Lender
to Borrower of such charge. 


  

	 	(iii)	 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. 


  

	 	(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 



  

			
	 Rider to Multifamily Loan and Security Agreement

Replacement Reserve Fund – Immediate Deposits
		Page 2










	 	 
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. 



 

	 	(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 customary 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. 



  

			
	 Rider to Multifamily Loan and Security Agreement

Replacement Reserve Fund – Immediate Deposits
		Page 3










	 	(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. 


  

	 	(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, in each case for 30 days after Notice of such failure condition or event 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. 



  

			
	 Rider to Multifamily Loan and Security Agreement

Replacement Reserve Fund – Immediate Deposits
		Page 4










	 	(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. 

“Minimum Replacement Disbursement Request Amount” means $5,000 

“Monthly Deposit” means $7,655. 

“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 quarter. 

“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). 

  

			
	 Rider to Multifamily Loan and Security Agreement

Replacement Reserve Fund – Immediate Deposits
		Page 5









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

REPAIR RESERVE FUND 

(Revised 7-1-2014) 
 The following changes
are made to the Loan Agreement which precedes this Rider: 
  

	A.	 Section 4.03 is deleted and replaced with the following: 



 

	 	4.03	 Repair Reserve Fund. 


  

	 	(a)	 Deposits to Repair Reserve Fund. Lender and Borrower acknowledge that Borrower has established the Repair Reserve Fund by depositing the
Repair Reserve Deposit with Lender on the date of this Loan Agreement, and that Borrower must complete the Repairs required pursuant to Section 6.14. 


  

	 	(b)	 Costs Charged by Lender. 


  

	 	(i)	 If Lender, in Lender’s Discretion, retains a professional inspection engineer or other qualified third party to inspect any Repairs pursuant
to the terms of Section 6.06, Lender may charge Borrower an amount sufficient to pay all reasonable costs and expenses charged by such third party inspector. 



 

	 	(ii)	 Lender will be entitled, but not obligated, to deduct from the Repair Reserve Fund the costs and expenses set forth in Section 4.03(b)(i).
Lender will be entitled to charge Borrower for such costs and expenses and Borrower will pay the amount of such item(s) to Lender immediately within five (5) Business
Days after Notice from Lender to Borrower of such charge(s). 


  

	 	(iii)	 If there are insufficient funds to pay for the costs and expenses set forth in Section 4.03(b)(i), then Lender will be entitled to charge
Borrower for the costs and expenses specified in Section 4.03(b)(i), and Borrower will pay the amount of such item(s) to Lender immediately within five (5) Business
Days after Notice from Lender to Borrower of such charge(s). 


  

	 	(c)	 Insufficient Amount in Repair Reserve Fund. If Lender determines, in Lender’s Discretion that the money in the Repair Reserve Fund is
insufficient to pay for the Repairs, Lender will provide Borrower with Notice of such insufficiency, and as soon as possible (but in no event later than 20 days after such Notice) Borrower will pay to Lender an amount, in cash, equal to such
deficiency, which Lender will deposit in the Repair Reserve Fund. 



  

			
	 Rider to Multifamily Loan and Security Agreement

Repair Reserve Fund
		Page 1










	 	(d)	 Disbursements of Repair Reserve Fund. 


  

	 	(i)	 Disbursement. From time to time, as construction and completion of the Repairs progresses, upon Borrower’s submission of a Repair
Disbursement Request in the form attached to this Loan Agreement as Exhibit D, and provided that no Event of Default has occurred and no condition exists which but for the passage of time or giving of Notice, or both, would constitute an
Event of Default, Lender will make disbursements from the Repair Reserve Fund for payment or reimbursement of the actual costs of the Repairs. In connection with each disbursement, Borrower will take each of the following actions:



  

	 	(A)	 Sign Borrower’s Repair Disbursement Request. 


  

	 	(B)	 Include with each Repair Disbursement Request a report setting out the progress of the Repairs and any other reports or information relating to the
construction of the Repairs that may be reasonably requested by Lender. 


  

	 	(C)	 Include with each Repair Disbursement Request copies of any applicable invoices and/or bills and appropriate lien waivers for the prior period for
which disbursement was made, executed by all contractors and suppliers supplying labor or materials for the Repairs. 


  

	 	(D)	 Include with each Repair Disbursement Request, a report prepared by the professional engineer employed by Lender as to the status of the Repairs,
unless Lender has waived this requirement in writing. 


  

	 	(E)	 Include with each Repair Disbursement Request, Borrower’s written representation and warranty that the Repairs as completed to the applicable
stage do not violate any laws, ordinances, rules or regulations, or building setback lines or restrictions, applicable to the Mortgaged Property. 



Except for the final Repair Disbursement Request, no Repair Disbursement Request may be for an amount less than the Minimum
Repair Disbursement Request Amount. 

  

			
	 Rider to Multifamily Loan and Security Agreement

Repair Reserve Fund
		Page 2










	 	(ii)	 Conditions Precedent. Lender will not be obligated to make any disbursement from the Repair Reserve Fund to or for the benefit of Borrower
unless at the time of such Repair Disbursement Request all of the following conditions exist: 


  

	 	(A)	 There exists no condition, event or act that would constitute a default (with or without Notice and/or lapse of time) under this Loan Agreement or
any other Loan Document. 


  

	 	(B)	 Borrower is in full compliance with the provisions of this Loan Agreement, the other Loan Documents and any request or demand by Lender permitted
by this Loan Agreement. 


  

	 	(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 bond or other security against loss in accordance with applicable law. 


  

	 	(D)	 All licenses, permits, and approvals of any Governmental Authority required for the Repairs as completed to the applicable stage have been obtained
and submitted to Lender upon Lender’s request. 


  

	 	(iii)	 Reporting Requirements; Completion. Prior to the applicable Completion Date, Borrower will deliver to Lender, in addition to the information
required by Section 4.03(d)(i) above, all of the following: 


  

	 	(A)	 Contractor’s Certificate. If required by Lender, a certificate signed by each major contractor and supplier of materials, as reasonably
determined by Lender, engaged to provide labor or materials for the Repairs to the effect that such contractor or supplier has been paid in full for all work completed and that the portion of the Repairs 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 Repairs is in compliance with all applicable building codes and other rules and regulations promulgated by any
applicable regulatory authority or Governmental Authority. 


  

	 	(B)	 Borrower’s Certificate. A certificate signed by Borrower to the effect that the Repairs have been fully paid for and that all money
disbursed pursuant to this Loan Agreement has 



  

			
	 Rider to Multifamily Loan and Security Agreement

Repair Reserve Fund
		Page 3










	 	 
been used for the Repairs 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. Borrower may
except from the certificate described in the preceding sentence any claim(s) that Borrower intends to contest, provided that any such claim is described in Borrower’s certificate and Borrower certifies to Lender that the money in the Repair
Reserve Fund is sufficient to make payment of the full amount which might in any event be payable in order to satisfy such claim(s). If required by Lender, Borrower also must certify to Lender that such portion of the Repairs is in compliance with
all applicable building codes and zoning ordinances. 


  

	 	(C)	 Engineer’s Certificate. If required by Lender, a certificate signed by the professional engineer employed by Lender to the effect that
the Repairs have been completed in a good and workmanlike manner in compliance with the Repair Schedule of Work and all applicable building codes, zoning ordinances and other rules and regulations promulgated by applicable regulatory or Governmental
Authorities. 


  

	 	(D)	 Other Certificates. Any other certificates of approval, acceptance or compliance required by Lender from any Governmental Authority having
jurisdiction over the Mortgaged Property and the Repairs. 


  

	 	(iv)	 Inspection. Prior to and as a condition of the final disbursement of funds from the Repair Reserve Fund, Lender will inspect or will cause
the Repairs and Improvements to be inspected in accordance with the terms of Section 6.06(a), to determine whether all interior and exterior Repairs have been completed in a manner acceptable to Lender
accordance with this Section 4.03. 


  

	 	(v)	 Indirect and Excess Disbursements from Repair Reserve Fund. Lender, in its sole and absolute discretion, is authorized to hold, use and
disburse funds from the Repair Reserve Fund to pay any and all costs, charges and expenses whatsoever and howsoever incurred or required in connection with the construction and completion of the Repairs, or, if an Event of Default has occurred and
is continuing, in the payment or performance of any obligation of Borrower to Lender. If Lender, for purposes specified in this Section 4.03, elects to pay any portion of the money in the Repair Reserve Fund to parties other than Borrower, then
Lender may do so, at any time and from time to time, and the amount of advances to which Borrower will be entitled under this Loan Agreement will be correspondingly reduced. 



  

			
	 Rider to Multifamily Loan and Security Agreement

Repair Reserve Fund
		Page 4










	 	(vi)	 Repair Schedule of Work. All disbursements from the Repair Reserve Fund will be limited to the costs of those items set forth on the Repair
Schedule of Work. Without the prior written consent of Lender, Borrower will not make any payments from the Repair Reserve Fund other than for the costs of those items set forth on the Repair Schedule of Work or alter the Repair Schedule of Work.



  

	 	(e)	 Termination of Repair Reserve Fund. The provisions of this Section 4.03 will cease to be effective upon the completion of the Repairs
in accordance with this Loan Agreement to Lender’s satisfaction the terms of this Section 4.03, and the full disbursement by Lender of the Repair Reserve Fund. If
there are funds remaining in the Repair Reserve Fund after the Repairs have been completed in accordance with this Loan Agreement, and provided no Event of Default has occurred and is continuing under this Loan Agreement or under any of the other
Loan Documents, and no condition exists which but for the passage of time or giving of Notice, or both, would constitute an Event of Default, such funds remaining in the Repair Reserve Fund will be refunded by Lender to Borrower.



  

	 	(f)	 Right to Complete Repairs. If Borrower abandons or fails to proceed diligently with the Repairs or otherwise, or there
exists an Event of Default under this Loan Agreement, Lender will have the right (but not the obligation) to enter upon the Mortgaged Property and take over and cause the completion of the Repairs. 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 of 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 Repairs and the payment, settlement, or compromise of all claims for materials and work performed
in connection with the Repairs) and do any and all things necessary or proper to complete the Repairs 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 the Repairs, but Lender may, in Lender’s sole and absolute 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 Loan Documents pertaining to the protection of Lender’s security and advances made by Lender. Borrower waives any and all claims it may have against Lender for materials used, work performed or
resultant damage to the Mortgaged Property, except as the result of the gross negligence or willful misconduct of Lender. 



  

			
	 Rider to Multifamily Loan and Security Agreement

Repair Reserve Fund
		Page 5










	 	(g)	 Completion of Repairs. Lender’s disbursement of monies in the Repair Reserve Fund or other acknowledgment of completion of any Repair
in a manner satisfactory to Lender will not be deemed a certification by Lender that the Repair 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 insuring that all Repairs are completed in accordance with all such governmental requirements. 



 

	B.	 The following definitions are added to Article XII: 



“Minimum Repair Disbursement Request Amount” means $5,000.  

“Repair Disbursement Request” means Borrower’s written requests to Lender in the form attached as
Exhibit D for the disbursement of money from the Repair Reserve Fund pursuant to Article IV. 
 “Repair
Reserve Deposit” means $100,938. 
 “Repair Reserve Disbursement Period” means the interval between
disbursements from the Repair Reserve Fund, which interval will be no shorter than once every 30 days during the term of this Loan Agreement. 

“Repair Reserve Fund” means the account which may be established by this Loan Agreement into which the Repair
Reserve Deposit is deposited. 
 “Repair Schedule of Work” means the Repair Schedule of Work attached as
Exhibit C. 

  

			
	 Rider to Multifamily Loan and Security Agreement

Repair Reserve Fund
		Page 6









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

PROPERTY IMPROVEMENT ALTERATIONS 

(Revised 12-19-2014) 
 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 repairs or capital improvements 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. 



  

			
	 Rider to Multifamily Loan and Security Agreement

Property Improvement Alterations
		Page 1










	 	(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, except as permitted by Section 5.25(b). 



 

	 	(2)	 A change in residential dwelling unit configurations on a permanent basis with respect to more than 10% of the residential dwelling units located
at the Mortgaged Property. 


  

	 	(3)	 An aggregate increase of more
than 10% or decrease of more than 3% 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. 



  

			
	 Rider to Multifamily Loan and Security Agreement

Property Improvement Alterations
		Page 2










	 	(E)	 The Leases used to calculate Minimum Occupancy for use in Section 6.09(e)(v)(I) must meet all of the following conditions:



  

	 	(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 Business 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. 



  

			
	 Rider to Multifamily Loan and Security Agreement

Property Improvement Alterations
		Page 3










	 	(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. 


  

	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 85% 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 $1,872,000 during the term of the Mortgage. 

  

			
	 Rider to Multifamily Loan and Security Agreement

Property Improvement Alterations
		Page 4









 SCHEDULE 1 

Freddie Mac Loan Number: 708638015 
 Property Name: Ashford Court

 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                     , a
                    (“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:



  

							
	 Description of Property Improvement
Alteration
Commenced
	  	 Completion

Date
	  	 Anticipated Completion

Date
	  	 Comments

		  		  		  	
		  		  		  	


  

			
	 Rider to Multifamily Loan and Security Agreement

Property Improvement Alterations
	  	Page 5









 FOR ALL LOANS: 
  

	 	(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. 


 [BORROWER SIGNATURE] 

  

			
	 Rider to Multifamily Loan and Security Agreement

Property Improvement Alterations
		Page 6









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

LIMITED PARTNER OR NON-MANAGING MEMBER TRANSFER 

(Revised 7-2-2014) 
 The
following changes are made to the Loan Agreement which precedes this Rider: 
  

	A.	 Section 7.03(d)(vi) is deleted and replaced with the following: 



 

	 	(vi)	 Limited Partner or Non-Managing Member Transfer. A Transfer that results in the cumulative Transfer of more than 50% and up to 100% of the
non-managing membership interests in or the limited partnership interests in Borrower or any Designated Entity for Transfer (“Investor Interests”) (but excluding Public
Fund/REIT Securities) to third party transferees (“Investor Interest Transfer”), provided that each of the following conditions is satisfied: 



 

	 	(A)	 Borrower provides Lender with at least 30 days prior Notice of the proposed Investor Interest Transfer. 



 

	 	(B)	 At the time of the proposed Investor Interest Transfer, no 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.



  

	 	(C)	 Following the Investor Interest Transfer, Control and management of the day-to-day operations of Borrower continue to be held by the Person
exercising such Control and management immediately prior to the Investor Interest Transfer and there is no change in the Guarantor, if applicable. 


  

	 	(D)	 The Investor Interest Transfer does not result in a Transfer of the type described in Section 7.02(b). 



 

	 	(E)	 At any time that one Person acquires 25% or more of the aggregate of direct or indirect Investor Interests as a result of the Investor Interest
Transfer, Borrower must meet the following additional requirements: 


  

	 	(1)	 Borrower pays to Lender the Transfer Processing Fee at the time the Borrower provides Lender with the Notice set forth subsection (A) above.



  

	 	(2)	 Borrower pays or reimburses Lender, upon demand, for all out-of-pocket costs and
expenses, including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Investor Interest Transfer. 


  

  

			
	 Rider To Multifamily Loan and Security Agreement

Limited Partner or Non-Managing Member Transfer
		Page 1










	 	(3)	 Lender receives confirmation acceptable a certificate from Borrower
confirming to Lender that (X) the requirements of Section 6.13 continue to be satisfied, and (Y) the term of existence of the holder of 25% or more of the Investor Interests after the Investor Interest Transfer (exclusive of any
unexercised extension options or rights) does not expire prior to the Maturity Date. 


  

	 	(4)	 Lender receives organizational charts reflecting the structure of Borrower prior to and after the Investor Interest Transfer and copies of the
then-current organizational documents of Borrower and the entity in which Investor Interests were transferred, if different from Borrower, including any amendments. 



 

	 	(5)	 Each transferee with an interest of 25% or more delivers to Lender a certification that each of the following is true: 



 

	 	(X)	 He/she/it has not been convicted of fraud or a crime involving moral turpitude (or if an entity, then no principal of such entity has been
convicted of fraud or a crime involving moral turpitude). 


  

	 	(Y)	 He/she/it has not been involved in a bankruptcy or reorganization within the ten years preceding the date of the Investor Interest Transfer.



  

	 	(6)	 Borrower delivers to Lender searches confirming that no 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. 



 

	 	(7)	 If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Investor Interest Transfer and all prior
Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an
opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation. 


  

	B.	 The following definitions are added to Article XII: 



“Investor Interest Transfer” is defined in Section 7.03(d)(vi). 

“Investor Interests” is defined in Section 7.03(d)(vi). 

 

  

			
	 Rider To Multifamily Loan and Security Agreement

Limited Partner or Non-Managing Member Transfer
		Page 2









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

COOPERATION WITH RATING AGENCIES AND INVESTORS 

(Revised 1-27-2015) 
  

	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 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. Lender will reimburse Borrower for
any third party costs which Borrower reasonably incurs in connection with any such due diligence investigation. 


  

	 	(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. Lender will reimburse Borrower for any third party costs which Borrower reasonably incurs in connection
with obtaining such auditors’ letters or opinions of counsel. 


  

	 	(d)	 Borrower will cause its counsel to render opinions, which may be relied 



  

			
	 Rider To Multifamily Loan and Security Agreement

Cooperation with Rating Agencies and Investors
		Page 1










	 	 
upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to nonconsolidation 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. Lender will reimburse Borrower for any third party
costs which Borrower reasonably incurs in connection with obtaining such opinions of Borrower’s counsel. 


  

	 	(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. 



 

	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 single or multi-class
securities. 
  

  

			
	 Rider To Multifamily Loan and Security Agreement 

Cooperation with Rating Agencies and Investors
		Page 2









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

RATE CAP AGREEMENT AND RATE CAP AGREEMENT RESERVE FUND 

(Revised 7-17-2014) 
 The
following changes are made to the Loan Agreement which precedes this Rider: 
  

	A.	 Section 3.04 is deleted and replaced with the following: 



 

	 	3.04	 Cap Agreement and Cap Collateral Assignment. 


  

	 	(a)	 Cap Agreement. To protect against fluctuations in interest rates, Borrower must obtain and maintain a Cap Agreement at all times so long as
the Loan is outstanding. The initial Cap Agreement must be successfully bid purchased no later than the Closing Date and be effective for an initial term ending not earlier than the third anniversary of the
Closing Date. The initial Cap Agreement must be in a Notional Amount equal to of not less than the principal amount of the Loan on the Closing Date and have a Strike Rate that does not exceed the Original Strike Rate.
The Cap Agreement, including any Replacement Cap Agreement, must obligate the Cap Provider to make monthly payments directly to Lender or to Loan Servicer on behalf of Lender in an amount equal to the excess of (i) the interest on the Notional
Amount at the Index Rate over (ii) interest on the Notional Amount at the Strike Rate. 


  

	 	(b)	 Replacement Cap Agreement. At least 60 days prior to the date on which an existing Cap Agreement terminates, Borrower must give Notice
to and provide evidence satisfactory to Lender that Borrower will deliver a Replacement Cap Agreement. Borrower must ensure that the Replacement Cap Agreement is in full force and effect not later than the day immediately following the expiration of
the then-existing Cap Agreement. Any Replacement Cap Agreement must (i) have a term not terminate no earlier than one year from the earlier of (A) two years after its effective
date, or (B) the Maturity Date, (ii) have a Strike Rate that does not exceed the Original Strike Rate, and (iii) be in a Notional Amount equal to not less than the outstanding Indebtedness
on the effective date of the Replacement Cap Agreement. 


  

	 	(c)	 Attorneys’ Fees and Costs. Borrower must pay or reimburse Lender, upon demand, for all costs and expenses in connection with any
Replacement Cap Agreement, including (i) all Attorneys’ Fees and Costs, incurred by Lender, and (ii) the cost of the cap broker, if any. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Rate Cap Agreement and Rate Cap Agreement Reserve Fund
		 Page 1











	 	(d)	 Cap Collateral. To secure Borrower’s payment obligations under the Loan, Borrower grants to Lender a security interest in the Cap
Collateral, including any Replacement Cap Agreement. 


  

	 	(e)	 Master Rate Cap. Borrower and Lender acknowledge and agree that Borrower’s obligations pursuant to this Agreement to obtain,
maintain and collaterally assign to Lender a Cap Agreement may be satisfied by the purchase of a single rate cap (a “Master Rate Cap”) by an entity related to Borrower which directly or indirectly holds a controlling interest in the
Borrower (“Cap Purchaser”), provided that such Master Rate Cap: (i) has a notional amount not less than the sum of the outstanding principal amount of the Indebtedness and the Other Sponsor Indebtedness as of the effective date of the
Master Rate Cap, (ii) other that n the Notional Amount, the Master Rate Cap satisfies all of the requirements of a rate cap set forth herein, and (iii) is collaterally assigned to Lender pursuant to a Hedge Assignment and Security
Agreement by and between the Cap Purchaser, Lender, Borrower and Other Sponsor Borrowers. Borrower acknowledges that upon termination of the Master Rate Cap without a replacement Master Rate Cap in place, or if the Master Rate Cap fails at any time
to satisfy the requirement of this Agreement, the Borrower’s failure to obtain and deliver a Cap Agreement to Lender shall be an Event of Default hereunder. The delivery of a Master Rate Cap does not negate Borrower’s obligations to make
deposits to the Rate Cap Agreement Reserve Fund. Provided further, that if at any time Lender is not the same entity as the ‘Lender’ as defined in the Hedge Assignment and Security Agreement, this paragraph (e) shall be of no force or
effect and Borrower may not rely on the Master Rate Cap to satisfy its obligations hereunder and at such time, Borrower must purchase and deliver a Cap Agreement as provided herein. 



 

	B.	 Section 4.07 is deleted and replaced with the following: 



 

	 	4.07	 Rate Cap Agreement Reserve Fund. 


  

	 	(a)	 Deposits to Rate Cap Agreement Reserve Fund. If the initial Cap Agreement terminates prior to the Maturity Date, Lender will establish the
Rate Cap Agreement Reserve Fund on the Closing Date. Commencing on the date the first installment of principal and/or interest is due under the Note and continuing on the same day for each successive month until the purchase of the last Replacement
Cap Agreement, Borrower must pay to Lender an amount equal to the Rate Cap Reserve Deposit. 


  

	 	(b)	 Adjustments to Rate Cap Reserve Deposit. Lender will recompute the amount of the Rate Cap Reserve Deposit
every__months semi-annually based on the outstanding Indebtedness at the time Lender recomputes the amount of the Rate Cap Reserve Deposit. Lender will provide Notice to
Borrower of any revised Rate Cap Reserve Deposit. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Rate Cap Agreement and Rate Cap Agreement Reserve Fund
		Page 2










	 	(c)	 Disbursements from Rate Cap Agreement Reserve Fund. Lender will apply the funds in the Rate Cap Agreement Reserve Fund to the cost of the
Replacement Cap Agreement, unless an Event of Default has occurred and is continuing, in which case Lender at its option may apply such funds to the Indebtedness in any amount and in any order as Lender determines in Lender’s discretion. To the
extent there are funds in the Rate Cap Agreement Reserve Fund in excess of the cost of the Replacement Cap Agreement, such funds may be applied to pay Attorneys’ Fees and Costs related to the Replacement Cap Agreement and to pay the cap broker.



  

	 	(d)	 Termination of Rate Cap Agreement Reserve Fund. Upon purchase by or on behalf of Borrower of a Replacement Cap Agreement with
an expiration date on or after the Maturity Date, Borrower will no longer be required to make Rate Cap Reserve Deposits. Any funds remaining in the Rate Cap Agreement Reserve Fund will be returned to Borrower upon the earlier to occur of
(i) purchase of a Cap Agreement with a termination date not earlier that the Maturity Date, or (ii) payment in full of the Indebtedness and the Other Sponsor Indebtedness. 



 

	C.	 Section 5.22 is deleted and replaced with the following: 



 

	 	5.22	 Cap Collateral. 


  

	 	(a)	 Obligation to Make Cap Payments. Borrower or Cap Purchaser, as applicable, has instructed each Cap Provider and any guarantor
of a Cap Provider’s obligations to make Cap Payments directly to Lender or to Loan Servicer on behalf of Lender. 


  

	 	(b)	 Dodd-Frank Act. Borrower or Cap Purchaser, as applicable, has complied with the applicable requirements of the Dodd-Frank Act
in purchasing the initial Cap Agreement. 


  

	D.	 Section 6.18 is deleted and replaced with the following: 



 

	 	6.18	 Cap Collateral. 


  

	 	(a)	 Obligation to Make Payments. Borrower will instruct each Cap Provider and any guarantor of a Cap Provider’s obligations to make Cap
Payments directly to Lender or to Loan Servicer on behalf of Lender. 


  

	 	(b)	 Dodd-Frank Act. Borrower will comply, or will cause Cap Purchaser if applicable to comply, with the applicable requirements of
the Dodd-Frank Act in purchasing any Replacement Cap Agreement. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Rate Cap Agreement and Rate Cap Agreement Reserve Fund
		Page 3










	 	E.	 The following definitions in Article XII are revised as follows: 



“Cap Agreement” means any interest rate cap agreement, or other interest rate-hedging contract or
agreement obtained by Borrower or on behalf of Borrower by Cap Purchaser 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 or Cap Purchaser, as applicable, under any Cap Agreement and all rights of Borrower or Cap Purchaser, as applicable,
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. 


  

	 	(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. 



 

	F.	 The following definitions are added to Article XII: 



“Cap Provider” means the third-party financial institution approved by Lender that is the counterparty under
the Cap Agreement or any Replacement Cap Agreement. 
 “Cap Purchaser” has the meaning set forth in
Section 3.04(e). 
 “Dodd Frank Act” means the Dodd-Frank Wall Street Reform and Consumer
Protection Act. 
 “Index Rate” means the published variable rate index designated in the Cap Agreement as
the “Floating Rate Option,” which Index Rate must be the British Bankers Association one-month LIBOR as administered by ICE Benchmark Administration Limited.  

  

			
	 Rider To Multifamily Loan and Security Agreement

Rate Cap Agreement and Rate Cap Agreement Reserve Fund
		Page 4









 “Notional Amount” means the dollar amount designated in the Cap
Agreement as the “Notional Amount” which must be (i) with respect to the initial Cap Agreement, an amount equal to not less than the principal amount of the Loan on the Closing Date, and (ii) with
respect to any Replacement Cap Agreement, an amount equal to not less than the outstanding Indebtedness on the commencement date of the Replacement Cap Agreement. 

“Original Strike Rate” means 3.68%. 

“Rate Cap Reserve Deposit” means a monthly amount payable by Borrower sufficient to accumulate funds in an
amount equal to 125 200% of the amount estimated by Lender to be sufficient to purchase, immediately prior to termination of the then-existing Cap Agreement, a Replacement Cap Agreement (i) expiring on the
earlier of (a) two years following its effective date, or (b) the Maturity Date, (ii) having a Notional Amount equal to the outstanding Indebtedness on the commencement date of the Replacement Cap Agreement, and
(iii) having a Strike Rate not greater than the Original Strike Rate. 
 “Replacement Cap Agreement”
means any Cap Agreement satisfying the provisions of this Loan Agreement, using documentation approved by Lender, and purchased by Borrower to replace the initial Cap Agreement or any subsequent Cap Agreement. 

“Strike Rate” means a fixed rate of interest under the Cap Agreement that does not exceed the Original Strike
Rate. 

  

			
	 Rider To Multifamily Loan and Security Agreement

Rate Cap Agreement and Rate Cap Agreement Reserve Fund
		Page 5









 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. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Entity Guarantor
		Page 1









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

RECYCLED BORROWER 

(Revised 7-17-2014) 
 The
following changes are made to the Loan Agreement which precedes this Rider: 
  

	A.	 Section 5.40 is replaced with the following: 


  

	 	5.40	 Recycled Borrower. 


  

	 	(a)	 Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true:



  

	 	(i)	 Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions
where it is qualified to do business. 


  

	 	(ii)	 Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a
judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except for tax liens not yet due. 


  

	 	(iii)	 Borrower is in compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Loan Agreement, has
received all permits necessary for it to operate Licenses. 


  

	 	(iv)	 Borrower is not involved in any dispute with any taxing authority. 



 

	 	(v)	 Borrower has paid all taxes which it owes. 


  

	 	(vi)	 Borrower has never owned any real property other than the Mortgaged Property and personal property necessary or incidental to its ownership or
operation of the Mortgaged Property and has never engaged in any business other than the ownership and operation of the Mortgaged Property. 


  

	 	(vii)	 [Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition.]
[Reserved.] 



  

			
	 Rider To Multifamily Loan and Security Agreement

Recycled Borrower
		Page 1










	 	(viii)	 Borrower has obtained a current Phase I environmental Site Assessment for the Mortgaged Property and that Site Assessment has not identified any
recognized environmental conditions that require further investigation or remediation. 


  

	 	(ix)	 Borrower has no material contingent or actual obligations not related to the Mortgaged Property except pursuant to the
Cross-Collateralization Agreement. 


  

	 	(x)	 Each amendment and restatement of Borrower’s organizational documents has been accomplished in accordance with, and was permitted by, the
relevant provisions of said documents prior to its amendment or restatement from time to time. 


  

	 	(b)	 Separateness Representations. Borrower represents, as of the date hereof, that from the date of its formation, each of the
following is true: 


  

	 	(i)	 Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially
reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party. 


  

	 	(ii)	 Borrower has paid all of its debts and liabilities from its assets. 



 

	 	(iii)	 Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its
existence. 


  

	 	(iv)	 Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person.



  

	 	(v)	 Borrower has not had its assets listed as assets on the financial statement of any other Person or entity; provided, however, that Borrower’s
assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met: 


  

	 	(A)	 Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to
indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Recycled Borrower
		Page 2










	 	(B)	 Such assets were also listed on Borrower’s own separate balance sheet. 



 

	 	(vi)	 Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under
applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person. 


  

	 	(vii)	 Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any
Affiliate or other Related Party Affiliate). 


  

	 	(viii)	 Borrower has corrected any known misunderstanding regarding its status as a separate entity. 



 

	 	(ix)	 Borrower has conducted all of its business and held all of its assets in its own name. 



 

	 	(x)	 Borrower has not identified itself or any of its affiliates as a division or part of the other. 



 

	 	(xi)	 Borrower has maintained and utilized separate stationery, invoices and checks bearing its own name. 



 

	 	(xii)	 Borrower has not commingled its assets with those of any other Person and has held all of its assets in its own name. 



 

	 	(xiii)	 Borrower has not guaranteed or become obligated for the debts of any other Person. 



 

	 	(xiv)	 Borrower has not held itself out as being responsible for the debts or obligations of any other Person, except pursuant to the
Cross-Collateralization Agreement. 


  

	 	(xv)	 Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and
services performed by any employee of an Affiliate or Related Party Affiliate. 


  

	 	(xvi)	 Borrower has not pledged its assets to secure the obligations of any other Person and no such pledge remains outstanding except in connection with
the Loan. 


  

	 	(xvii)	 Borrower has maintained adequate capital in light of its contemplated business operations; provided, however, the aforementioned shall not be
deemed to require any direct or indirect member of Borrower to contribute additional capital to Borrower. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Recycled Borrower
		Page 3










	 	(xviii)	 Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own
employees from its own funds. 


  

	 	(xix)	 Borrower has not owned any subsidiary or any equity interest in any other entity. 



 

	 	(xx)	 Borrower has not incurred any indebtedness that is still outstanding other than Indebtedness that is permitted under the Loan Documents.



  

	 	(xxi)	 Borrower has not had any of its obligations guaranteed by an Affiliate or other Related Party Affiliate, except for guarantees that have been
either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents. 



 

	 	(xxii)	 None of the tenants holding leasehold interests with respect to the Mortgaged Property are an Affiliate of Borrower or other Related Party
Affiliate, except for the Facility Operator pursuant to the Operating Lease. 


  

	B.	 The following definition is added to Article XII: 



“Related Party Affiliate” means any of the Borrower’s Affiliates, constituents, or owners, or any
guarantors of any of the Borrower’s obligations or any Affiliate of any of the foregoing. 

  

			
	 Rider To Multifamily Loan and Security Agreement

Recycled Borrower
		Page 4









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

– SENIORS HOUSING 

ALZHEIMER’S CARE, DEMENTIA CARE AND/OR MEMORY CARE 

(Revised 3-20-2015) 
 The
following changes are made to the Loan Agreement which precedes this Rider: 
  

	A.	 Section 5.25(d) is deleted and replaced with the following: 



 

	 	(d)	 The Subject to the terms of Section 5.25(b), the bed count identified in the Intended Uses as “Assisted Living
Residences devoted to Alzheimer’s care, dementia care and/or memory care”, may vary up to the limits allowed in the current licensing for the Mortgaged Property, provided that no more than 40% of the beds at the Mortgaged Property
(including any beds added by the construction of any additional units) may be dedicated to the care of residents with Alzheimer’s disease or other dementia. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Alzheimer’s Care, Dementia Care And/Or Memory Care
		Page 1









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

ADDITIONAL PROVISIONS – SALE OR SECURITIZATION OF LOAN 

(Revised 2-28-2015) 
 The
following changes are made to the Loan Agreement which precedes this Rider: 
  

	A.	 Section 11.13 is deleted and replaced with the following: 



 

	 	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
agrees to cooperate with all reasonable requests of Lender in connection with any of the foregoing including taking the following actions and causing Guarantor to take the actions specified in Sections 11.13(c) through (e): 



 

	 	(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 and executed amendments to the Loan Documents satisfactory required by to the
Rating Agencies. 


  

	 	(c)	 Providing updated Borrower and Guarantor financial information with appropriate verification through auditors’ letters for
Borrower’s financial information, if required. (If Lender requires that Borrower’s updated financial information be accompanied by appropriate verification through auditors’ letters, then Lender will reimburse Borrower for the costs
which Borrower reasonably incurs in connection with obtaining such auditors’ letters.). 


  

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


  

	 	(e)	 Reviewing all information that Lender may require for Lender’s Disclosure Documents, regarding any of the following: 



 

	 	(i)	 Borrower. 


  

	 	(ii)	 SPE Equity Owner. 


  

	 	(iii)	 Guarantor. 


  

	 	(iv)	 Affiliates of Borrower, SPE Equity Owner, or Guarantor. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Additional Provisions – Sale or Securitization of Loan
		Page 1










	 	(v)	 Property Manager. 


  

	 	(vi)	 Facility Operator. 


  

	 	(vii)	 Mortgaged Property. 


  

	 	(f)	 Providing a mortgagor estoppel regarding any information provided by Borrower, Borrower Principals, or Facility Operator in connection with the
Loan, including the information specified in this Section. 


  

	 	(g)	 Entering into an indemnification agreement with Lender and any underwriters of any Securitization that includes the Loan confirming Borrower’s
indemnification obligations under this Loan Agreement and with respect to any additional information provided to Lender pursuant to this Section. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Additional Provisions – Sale or Securitization of Loan
		Page 2









 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.




  

			
	 Rider To Multifamily Loan and Security Agreement

Medicare, Medicaid and Governmental Payor Programs – Seniors Housing
		Page 1









 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 approved by 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. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Month to Month Leases
		Page 1









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

NO DEFEASANCE 
 (Revised
2-17-2015) 
 The following changes are made to the Loan Agreement which precedes this Rider: 

 

	A.	 Section 7.01(j) is deleted and replaced with the following: 



 

	 	(j)	 A Supplemental Instrument that complies with Section 11.11. 



 

	B.	 Section 11.12 is deleted. 


  

	C.	 The following definitions are deleted from Article XII: 



“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” 

  

			
	 Rider To Multifamily Loan and Security Agreement 

No Defeasance
		Page 1









 RIDER TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 

CROSS-COLLATERALIZED TRANSACTION 

(Revised 2-17-2015) 
 The
following changes are made to the Loan Agreement which precedes this Rider: 
  

	A.	 Sections 6.11(e)(i) and (ii) are deleted and replaced with the following: 



 

	 	(i)	 If any portion of the Mortgaged Property and/or any Related 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 and any Related Loans (as defined in the Cross-Collateralization Agreement) to (B) the value of the Mortgaged Property and the Related Mortgaged Properties
(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 and/or any other portion of the Total Indebtedness as determined by Lender
and in accordance with applicable REMIC law 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 (if applicable), 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 and/or any other portion of the Total Indebtedness (as determined by Lender and in accordance with applicable REMIC law) 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. 



 

	B.	 Section 6.13(a)(x)(D) is deleted and replaced with the following: 



 

	 	(D)	 The Related Indebtedness under the Cross-Collateralization Agreement. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Cross-Collateralized Transaction
		Page 1










	C.	 Section 6.13(a)(xiv) is deleted and replaced with the following: 



 

	 	(xiv)	 Except as required by the Cross-Collateralization Agreement and the other Loan Documents, 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. 


  

	D.	 Section 9.01(cc) is deleted and replaced with the following: 



 

	 	(cc)	 The occurrence of an “Event of Default” as defined in the Cross-Collateralization Agreement. 



 

	E.	 Reserved. 


  

	F.	 The following definitions are added to Article XII: 



“Cross-Collateralization Agreement” means the Master Cross-Collateralization Agreement dated as of the date of
this Agreement by and among Borrower, Lender, and the Related Borrowers, as amended from time to time. 
 “Related
Borrowers” is defined in the Cross-Collateralization Agreement. 
 “Related Indebtedness” is
defined in the Cross-Collateralization Agreement. 
 “Related Loan Agreements” is defined in the
Cross-Collateralization Agreement. 
 “Related Loan Documents” is defined in the Cross-Collateralization
Agreement. 
 “Related Loans” is defined in the Cross-Collateralization Agreement. 

“Related Mortgaged Properties” is defined in the Cross-Collateralization Agreement. 

“Related Security Instruments” is defined in the Cross-Collateralization Agreement. 

“Total Indebtedness” is defined in the Cross-Collateralization Agreement. 

  

			
	 Rider To Multifamily Loan and Security Agreement

Cross-Collateralized Transaction
		Page 2









 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 “Ashford Court” 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 “Ashford Court” and/or associated trademark rights are not assigned to Lender, subject to Section 6.30 of this Loan Agreement. 



  

			
	 Rider To Multifamily Loan and Security Agreement

Trade Names
		Page 1









 EXHIBIT A 

DESCRIPTION OF THE LAND 
 Land
situated in the City of Westland, County of Wayne, Michigan, described as: 
 (North parcel) 

Part of the Northeast 1/4 of Section 6, Town 2 South, Range 9 East, City of Westland, Wayne County, Michigan, is described as beginning
at a point on the South line of 120 foot wide Joy Road, said point located North 88°28’00” West along the North line of said Section 6, a distance of 260.04 feet and South 00°32’00” East 60.04 feet (rec. as 60.00
feet) from the Northeast corner of said Section 6; thence continuing South 00°32’00” East 173.04 feet; thence South 88°28’00” East 200.00 feet to the West line of 120 foot wide Newburgh Road; thence South
00°32’00” East along said West line 198.00 feet; thence North 88°22’49” West 268.19 feet; thence South 00°32’00” East 242.10 feet (Rec. as 241.96 feet); thence North 88°22’00” West 562.40 feet;
thence North 00°32’00” West 371.75 feet; thence South 88°28’00” East 110.00 feet; thence North 00°32’00” West 240.00 feet to said South line of Joy Road; thence South 88°28’00” East along said
South line 520.54 feet to the point of beginning. 
 and 

(South parcel) 
 Part of the
Northeast 1/4 of Section 6, Town 2 South, Range 9 East, City of Westland, Wayne County, Michigan, being more particularly described as follows: 

Commencing at the Northeast Corner of Section 6; thence South 00°32’00 East 673.34 feet (Rec. as South 00°18’59”
East, 673.04 feet) along the East line of Section 6; thence North 88°22’00” West, 328.24 feet (Rec. North 88°23’04” West, 325.68 feet) to the point of beginning of the following described parcel, thence South
00°32’00” East (Rec. as South 00° 33’13” East) 29.54 feet; thence North 87°56’32” West, 526.58 feet (Rec. as North 87°57’37” West, 562.67 feet); thence North 00°32’00” West (Rec.
as North 00°31’14” West) 25.37 feet; thence South 88°22’00” East, 562.40 feet (Rec. as South 88°23’04” East, 562.48 feet) to the Point of Beginning. 

Tax ID: 021-99-0001-711 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page A-1









 EXHIBIT B 

MODIFICATIONS TO THE MULTIFAMILY LOAN AND SECURITY AGREEMENT 

The following changes are made to the text of the Loan Agreement that precedes this Exhibit: 

 

	A.	 Sponsor Specific Modifications 



1. Section 2.06(a) is revised to read in its entirety as follows: 
  

	 	(a)	 So long as there is no Event of Default exists, 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 exists, 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. 



2. Section 3.06(c) is revised to read in its entirety as follows: 
  

	 	(c)	 Attorney-in-Fact. To the extent permitted by applicable law, 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. Section 4.02(e) is revised to read in its entirety as follows: 
  

	 	(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 last day upon which such payment may be made without any penalty [or fine] being added, 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-1









 4. Section 5.02 is revised to read in its entirety as follows: 

 

	 	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 materially damaged by fire, water, wind or other cause of loss, or any previous
except to the extent such damage to the Mortgaged Property has been fully restored. 



5. Section 5.03 is revised to read in its entirety as follows: 
  

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



 6. Section 5.04(b) is revised to read in its entirety as follows: 

 

	 	(b)	 Without limiting the generality of subsection (a) above, except as previously
disclosed to Lender to Lender in writing, 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 or, to Borrower’s knowledge, Property Manager, 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 with respect to Borrower or the
Mortgaged Property. 


  

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-2









 7. Section 5.05(e) is revised to read in its entirety as follows: 

 

	 	(e)	 To the best of Borrower’s knowledge after due inquiry and investigation, except for
matters that have been fully resolved, 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. 


 8. Section 5.05(g) is revised to read in its entirety as follows: 

 

	 	(g)	 Except for matters that have been fully resolved, 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. 


 9. The last
paragraph of Section 5.06 is revised to read in its entirety as follows: 
 Borrower represents and warrants
as of the date hereof 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
for all amounts due 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. 

10. The lead-in paragraph of Section 5.07 is revised to read in its entirety as follows: 

 

	 	5.07	 Compliance with Applicable Laws and Regulations. Except as disclosed to Lender: 



11. The lead-in paragraph of Section 5.07(a) is revised to read in its entirety as follows: 

 

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



 12. The lead-in paragraph of Section 5.07(b) is revised to read in its entirety as follows: 

 

	 	(b)	 Without limiting the generality of subsection (a) above, to the best of
Borrower’s knowledge, Borrower, any Facility Operator, and the Facility (and its operation) and all residential care agreements and residential Leases in effect as of the date
hereof 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: 



13. Section 5.07(c) is revised to read in its entirety as follows: 
  

	 	(c)	 Borrower has received no written 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 or any Property Manager. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-3









 14. Section 5.08 is revised to read in its entirety as follows: 

 

	 	5.08	 Access; Utilities; Tax Parcels. The Except as otherwise disclosed
in the title policy issued to and accepted by Lender on the Closing Date, 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.



 15. Section 5.09 is revised to read in its entirety as follows: 

 

	 	5.09	 Licenses and Permits. 


  

	 	(a)	 Borrower, Facility Operator, and/or,
to Borrower’s knowledge after due inquiry and investigation, any Property Manager and any commercial tenant of
the Mortgaged Property is in possession of all material licenses, permits and authorizations required for use of the Mortgaged Property, which and such licenses, permits
and authorizations 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
or Property Manager 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 or Property Manager, as applicable, 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 material Licenses. The Intended Use of the Facility is in
conformity compliance 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. 


  

	 	(c)	 Borrower or any Facility Operator or, to Borrower’s knowledge after due inquiry and
investigation, Property Manager, 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-4










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



 

	 	(f)	 Except as previously disclosed to Lender in writing, 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 material Licenses except
assignments of encumbrances terminate 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.



 16. Section 5.10 is revised to read in its entirety as follows: 

 

	 	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 (i) any operating Lease with Facility Operator, (ii) the provisions of
existing Leases by and between tenants and Borrower (a form of residential lease having been previously provided to Lender together with or any Facility Operator (on the
standard forms customarily used at the Facility) and (iii) any tenant pursuant to any existing Non-Residential Lease (the material terms of any and all Non-Residential Leases at the Mortgaged
Property having been previously provided to Lender), 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. 


 17. Section 5.11 is revised to read in its entirety as follows: 

 

	 	5.11	 Term of Leases. All Leases for residential dwelling units with respect to the Mortgaged Property are on forms acceptable
disclosed 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 B-5









 18. Section 5.14 is revised to read in its entirety as follows: 

 

	 	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, except as disclosed in the title policy issued to and accepted by Lender on the Closing Date, there are not presently pending any special assessments
against the Mortgaged Property or any part of the Mortgaged Property. 


 19. Section 5.16(a) is revised to read in its entirety as
follows: 
  

	 	(a)	 All To the best of Borrower’s knowledge after due inquiry and
investigation, 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
correct in all material respects as of the date such information application was submitted to
Lender. (provided (i) Borrower represents to Lender as of the date hereof only that any information provided in any report, Rent Schedule or other document delivered by
Borrower in connection with the application is complete and correct in all material respects as of the date indicated in such report, Rent Schedule or other document, as applicable, and (ii) any projections and pro forma financial information
are excepted from the representations set forth in this Section 5.16(a), Lender acknowledging that such projections and financial information are based upon good faith estimates and assumptions believed by management of Borrower, any Borrower
Principal and/or the Guarantor to be reasonable at the time made and it being recognized by the Lender that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods
covered by such projections and financial information may differ from the projected results set forth therein by a material amount. 



20. Section 5.17 is revised to read in its entirety as follows: 
  

	 	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 based on fair market values as of the date of the applicable financial statement. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-6









 21. Section 5.18 is revised to read in its entirety as follows: 

 

	 	5.18	 ERISA – Borrower Status. Borrower represents as follows: 



 

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


 22. Section 5.21 is
revised to read in its entirety as follows: 
  

	 	5.21	 Working Capital. After the Loan is made, subject to the requirements of
Section 6.13(a)(xx), Borrower and/or Facility Operator 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 and Facility Operator’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 or Facility Operator will be obligated to contribute equity
or make funds available to Borrower or Facility Operator 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. 



23. Section 5.24 is revised to read in its entirety as follows: 
  


	 	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.



  

	 	[    ]	 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
                                (“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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-7










	 	 
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. 


  

	 	[    ]	 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. 
 24. The
lead-in to Section 5.25(a) is revised to read in its entirety as follows: 
  

	 	(a)	 The Subject to the modifications permitted by subsection (b) below,
the residential units in the Facility are allocated as follows (“Intended Use”): 


 25. Section 5.25(b) is revised to
read in its entirety as follows: 
  

	 	(b)	 The number of units set aside as at the Facility as of
the date hereof shall not be increased by more than 10%, and shall not be decreased by more than 3%, during the term of the Loan; the number of beds at the Facility as of the date hereof shall not be increased by more than 15%, and shall not be
decreased by more than 10%, during the term of the Loan; the number of units set aside as Assisted Living Residences and may not be transitioned to Independent Living
Units may be increased by no if such number of units so transitioned is more than 10% of the present
aggregate number of units in Assisted Living Residences at the Facility
as of the date hereof. The units in the Facility may be transitioned to a higher acuity so long as the combined total number of (i) Independent Living Units transitioned to Assisted Living
Residences or Assisted Living Residences devoted to memory care (collectively, “AL Units”) and, (ii) Assisted Living Residences transitioned to Assisted Living Residences devoted to memory care, does not represent a change of more
than 25% of the total units in the Facility, based on the Intended Use acuity mix as of the date of this Loan Agreement. The units in the Facility may be transitioned to a lower acuity so long as the combined total number of (i) Assisted Living
Residences devoted to memory care transitioned to Assisted Living Residences or Independent Living Units and, (ii) Assisted Living Residences to Independent Living Units, does not represent a change of more than 10% of the total units in the
Facility, based on the Intended Use acuity mix as of the date of this Loan Agreement. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-8









 26. Section 5.27 is revised to read in its entirety as follows: 

 

	 	5.17	 Participant in Federal Programs. Neither Borrower nor any Facility Operator or any
Property Manager 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. 



27. Section 5.28 is deleted and replaced as follows: 
  

	 	5.28	 [Intentionally Deleted] 


 28.
Section 5.29 is revised to read in its entirety as follows: 
  

	 	5.29	 Contracts. 


  

	 	(a)	 Exhibit M lists all Contracts in effect as of the date of this Loan Agreement
involving aggregate payments in excess of $50,000 per year, the names of the parties to such Contracts and the dates of such Contracts. 


  

	 	(b)	 With regard to each Contract listed in Exhibit M, to the best of Borrower’s
knowledge after due inquiry and investigation, (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 in excess of $50,000 per year,
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 or any Property Manager 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 and National Contracts.



 29. Section 5.30 is revised to read in its entirety as follows: 

 

	 	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:, except
as set forth on Exhibit N, (i) the Material Contract is assignable by Borrower, or if Borrower is not a party thereto, or by a Facility Operator, without the consent of the other
party thereto (or Borrower and or any Facility Operator, as applicable, has obtained express written consent to the




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-9










	 	 
assignment from the other party thereto), except only Third Party Provider Agreements
and National Contracts; (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) to the best of Borrower’s knowledge after due inquiry and investigation, 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 Except as set forth
on Exhibit N, each Material Contract 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. 



30. Section 5.32 
  

	 	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. 


  

	 	(c)	 There Except as disclosed to Lender, there is no action pending
or, to the best of Borrower’s knowledge after due inquiry and investigation, threatened to terminate the Facility’s participation in the Governmental Payor Program nor is
there has Borrower or any Facility Operator received written notice of 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




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-10










	 	 
Property Manager for the Facility are and will be materially accurate and complete and have not been and will not be
are not misleading in any material respects respect. 



 

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



 

	 	(f)	 TheExcept as disclosed in writing to Lender, (i) the Facility has
not received a “Level A” (or equivalent) violation, and(ii) 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
(iii) 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 disclosed to Lender and customarily used at a comparable first-class facility
the 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)	 Except as disclosed to Lender, (i) Borrower and the Facility are not subject to
any proceeding, suit, or investigation by any Governmental Authority. None and (ii) 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, and the recordation of the Security Instrument, and the exercise of any remedies by Lender, will not do any of the following: 



 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-11










	 	(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. 


 31. Section 5.33 is revised to
read in its entirety as follows: 
  

	 	5.33	 Third-Party Payor Programs and Private Commercial Insurance Managed Care and Employee Assistance Programs. There
Except as disclosed to Lender, to the best of Borrower’s knowledge after due inquiry and investigation, there is no threatened or pending revocation, suspension, termination,
probation, restriction, limitation or nonrenewal affecting Borrower or Facility Operator or Property Manager, 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 or Property Manager is subject. All Governmental Payor Program and
private insurance cost reports and financial reports submitted by Borrower or Facility Operator or Property Manager are and will be materially accurate and
complete and have not been and will not be misleading in any in all material respects. No cost reports for the Facility remain “open” or
unsettled, except as otherwise disclosed in writing to Lender. 


 32.
Section 5.34 is revised to read in its entirety as follows: 
  

	 	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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-12









 33. Section 5.36 is revised to read in its entirety as follows: 

 

	 	5.36	 Patient and Resident Care Agreements. [FOR acquisition loans only add- “To the best of Borrower’s knowledge after due inquiry and
investigation,”] 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
forms disclosed to Lender and customarily used at the Facility. 



34. Section 5.38(a) is revised to read in its entirety as follows: 
  

	 	(a)	 TheExcept as disclosed to Lender or except for issues which are fully
corrected or for which a plan of correction is in place or has been approved by the applicable Governmental Agency, (i) 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 (ii) 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. 



35. Section 6.01 is revised to read in its entirety as follows: 
  

	 	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 customary business records sufficient to demonstrate
related to such compliance with the provisions of this Section 6.01. 



36. Section 6.02 is revised to read in its entirety as follows: 
  

	 	6.02	 Compliance with Organizational Documents. Borrower will at all times
comply, in all material respects, 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, in all material respects, with its
organizational documents, including its partnership agreement (if Borrower is a partnership), its by-laws (if Borrower is a corporation or housing 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-13










	 	 
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.



 37. Section 6.03(a)(i) is revised to read in its entirety as follows: 

 

	 	(i)	 Except as otherwise permitted by this Loan Agreement, 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. 


 38. Section 6.04(a) is
revised to read in its entirety as follows: 
  

	 	(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 that Lender’s prior consent shall not be required for the execution, modification or termination of any Non–Residential Lease if such
Non-Residential Lease is (i) of any non-residential space that was non-residential space on the date hereof and for a use relating or ancillary to, or otherwise consistent with, the Intended Use, (ii) for space of less than 2,500 square
feet or the annual consideration of which is not greater than $50,000 (upon execution and following any such modification, as applicable), (iii) with a tenant that is not an Affiliate of Borrower and (iv) on market terms.



 39. Section 6.04(c) is revised to read in its entirety as follows: 

 

	 	(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, a fully executed copy
of any Non-Residential Lease for which Lender’s consent is required. 


 40. The lead-in paragraph to Section 6.04(d) is
revised to read in its entirety as follows: 
  

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


 41. Section 6.06(a) is revised to read in its entirety as
follows: 
  

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-14










	 	 
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. Except as otherwise set forth in this Agreement, Lender shall be responsible for the cost of any inspection unless such inspection is conducted during the existence of an Event of
Default. 


 42. Section 6.07(a) is revised to read in its entirety as follows: 

 

	 	(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 reasonable 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, provided Lender shall be responsible for the cost of Lender’s, not to include third party examiners, examination or
inspection, excepting (i) one examination or inspection during any 12 month period, which shall be paid by Borrower, or (2) any such examination or inspection is conducted during the existence of an Event of Default, which shall be paid by
Borrower. 


 43. The lead-in paragraph of Section 6.07(b) is revised to read in its entirety as follows: 

 

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


 44. The
lead-in paragraph of Section 6.07(b)(i)(B) is revised to read in its entirety as follows: 
  

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



45. A new Section 6.07(b)(iv) is added as follows: 
  

	 	(iv)	 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 reasonably 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-15









 46. Section 6.07(c) is revised to read in its entirety as follows: 

 

	 	(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 prior to a Securitization and within
35 days after the end of each month following a Securitization. 


  

	 	(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 direct 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 Business 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 reasonably 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-16









 47. Section 6.07(d) is revised to read in its entirety as follows: 

(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, not to exceed once per year. 
 48.
Section 6.07(e) is revised to read in its entirety as follows: 
 (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) if such failure continues for a period that is 30 days after receipt by Borrower from
Lender of written notice of said failure, 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 within 5 Business Days of Lender’s demand 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. 
 49. Section 6.07(f) is revised to read in its entirety as follows: 

 

	 	(i)	 (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) publicly available financial information as Lender may reasonably require from time to time and in such detail as reasonably required by
Lender. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-17









 50. Section 6.08 is revised to read in its entirety as follows: 

 

	 	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
or cause to be paid 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
(provided such premiums shall not be required to be paid more than 5 days prior to the expiration date of each policy of Insurance containing a mortgagee clause and lender loss payable
endorsement in accordance with the requirements of Section 6.10(f)(viii))., 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 (or any penalties or late payments relating thereto),
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




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-18










	 	 
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.



 51. Section 6.09(a) is revised to read in its entirety as follows: 

 

	 	(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), ordinary wear and tear and casualty excepted. Borrower will not commit waste or permit impairment or deterioration of the Mortgaged Property.



 52. Section 6.09(c) is revised to read in its entirety as follows: 

 

	 	(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 better, 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). 


 53. Section 6.09(d)
is revised to read in its entirety as follows: 
  

	 	(d)	 Property Management. Borrower or Facility Operator 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 or in a form substantially similar to the forms of property management agreement existing on the Closing Date which such property management agreements have
been approved by Lender as of the date hereof (each, an “Approved Property Management Agreement”). Borrower will not surrender, terminate, cancel, modify, renew or extend (except in each case by its terms) 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 (other than an Approved Property Management Agreement), 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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-19










	 	 
consent will not be unreasonably withheld.in Lender’s Discretion, provided, that Lender’s consent shall not be required with respect to (i) an assignment of the
property management agreement to or (ii) the entering into of a new Approved Property Management Agreement (and the termination, surrender and cancellation of the existing property management agreement in connection therewith) with (y) any
manager that is managing any other a Related Mortgaged Property or (z) an Affiliate of the Property Manager. Notwithstanding anything to the contrary in this Loan Agreement or any Loan Document, Borrower shall be entitled to make immaterial
modifications to and renewals of the property management agreement without Lender’s consent.  


  

	 	(i)	 If at any time Lender consents to the appointment of a new Property Manager is appointed, or the property management agreement
is assigned, in accordance with the terms of this Section 6.09(d), such new Property Manager and Borrower (or Facility Operator) will, as a condition of Lender’s consent, execute an Assignment of Management Agreement in a form
acceptable to Lender substantially similar to the form of Assignment of Management Agreement delivered on the Closing Date. 


  

	 	(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 substantially similar to the form delivered on the Closing Date. 


  

	 	(iii)	 Reserved. 


 54. A new
Section 6.10(f)(viii) is added as follows: 
  

	 	(viii)	 All policies of Insurance will contain a standard mortgagee clause and lender’s loss payable provision, including a provision that the
policy remains in full force and effect as to the interests of the Lender for a period of 10 days after its expiration, provided the policy has not been renewed or replaced. 



55. Section 6.10(g) is revised to read in its entirety as follows: 
  

	 	(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 to the policies. Borrower will ensure that the Mortgaged Property is continuously covered by the required Insurance. At least 15 days
prior 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 no later than the earlier of the following: 


  

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



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-20










	 	(ii)	 The date of any Notice of an insured loss given to Lender under Section 6.10(i). 



56. Section 6.10(i) is revised to read in its entirety as follows: 
  

	 	(i)	 Obligations Upon Casualty; Proof of Loss. 


  

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


 57. Section 6.10(k)(i) is revised to read in its entirety as follows: 

 

	 	(i)	 If a casualty results in damage to the Mortgaged Property for which the cost of Repairs will be
equal to or 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. 



58. Section 6.10(l)(iii) is revised to read in its entirety as follows: 
  

	 	(iii)	 The rental income from the Mortgaged Property 6 months 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. 



59. A new Section 6.01(q) is added as follows: 
  

	 	(q)	 Insurance Generally. Notwithstanding anything to the contrary contained in this
Section 6.10, if Insurance required hereunder is not available at commercially reasonable rates and if the related coverages are not at the time commonly insured against for properties similar to the Mortgaged Property and located in or around
the region in which the Mortgaged Property is located, then Lender may opt to temporarily suspend, cap or otherwise limit the requirement to have such Insurance for a period not to exceed one year, unless such suspension or cap will be renewed by
Lender for such additional one year increments. 


 60. Section 6.11(b) is revised to read in its entirety as follows: 

 

	 	(b)	 Application of Award. Lender may hold such awards or proceeds and apply such awards or proceeds, after the deduction of Lender’s
out of pocket 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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-21










	 	 
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. 


 61.
Section 6.11(c) is revised to read in its entirety as follows: 
  

	 	(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 $100,000500,000, 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. 


 62. The lead-in paragraph of Section 6.11(d) is revised to read in its entirety as follows: 

 

	 	(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 $100,000500,000 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: 



63. Section 6.11(d)(iii) is revised to read in its entirety as follows: 
  

	 	(iii)	 The rental income from the Mortgaged Property 6 months 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. 



64. Section 6.11(e)(ii) is revised to read in its entirety as follows: 
  

	 	(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,
or if Borrower or Lender has the right to receive proceeds or awards and Borrower uses such proceeds or award in violation of this Loan Agreement, 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-22









 65. Section 6.12(d)(iii) is hereby renumbered as Section 6.12(d)(iv). 

66. A new Section 6.12(d)(iii) is added as follows: 
  

	 	(iii)	 Borrower’s knowledge of any Mold which poses, or has been alleged to pose, a material
threat to human health at any Mortgage Facility and which Borrower has not remediated within 30 days of such knowledge. 


 67.
Section 6.13(a)(ii) is not revised from the form provision and continues to read as follows: 
  

	 	(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. 



68. Section 6.13(a)(v) is revised to read in its entirety as follows: 
  

	 	(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. 



69. Section 6.13(a)(vi)(H) is revised to read in its entirety as follows: 
  

	 	(H)	 Admit in writing to any Person other than Lender and Loan Servicer Borrower’s or any SPE Equity Owner’s inability to pay its debts
generally as they become due. 


 70. Section 6.13(a)(viii) is revised to read in its entirety as follows: 

 

	 	(viii)	 It will not own any subsidiary or make any investment in, any other
Person, other than any advance of funds to the Facility Operator pursuant to the terms of the Operating Lease. 



71. Reserved. 
 72. Section 6.13(a)(x)(B) is revised to read
in its entirety as follows: 
  

	 	(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 2the greater of 3% of the original principal amount of the Indebtedness
and $300,000, and are paid within 60 days of the date incurred or when due, if later. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-23









 73. Section 6.13(a)(xi) is revised to read in its entirety as follows: 

 

	 	(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 except as provided by the Cross-Collateralization Agreement, and (B) such assets will also be listed on
Borrower’s own separate balance sheet. 


 74. Section 6.13(a)(xiv) is revised to read in its entirety a follows: 

It will not assume or guaranty (excluding any guaranty that has been executed and delivered in connection with the
Note and except as provided by the Cross-Collateralization Agreement) 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 obligation 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. 

75. Section 6.13(a)(xv) is revised to read in its entirety as follows: 
  

	 	(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 or any advance of funds to the Facility Operator pursuant to the terms of the Operating Lease, and will not buy or hold evidence of indebtedness issued by any other Person (other
than cash or investment-grade securities). 


 76. Section 6.13(a)(xviii) is revised to read in its entirety as follows: 

 

	 	(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; provided however, the aforementioned shall not be deemed to require any
direct or indirect investor of the Borrower to contribute additional capital to the Borrower. 


 77. Section 6.13(a)(xix) is
revised to read in its entirety as follows: 
  

	 	(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 (or may allow the use of the stationary, invoices and checks of the Property Manager in connection with the operation of the Facility). 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-24









 78. Section 6.13(a)(xx) is revised to read in its entirety as follows: 

 

	 	(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, if any) from its own funds; provided however, the aforementioned shall not be deemed to
require any direct or indirect investor of the Borrower to contribute additional capital to the Borrower. 


 79. Section 6.14(a)
is revised to read in its entirety as follows: 
  

	 	(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
customary 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. 



80. Section 6.14(b) is revised to read in its entirety as follows: 
  

	 	(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. Notwithstanding anything to the contrary
contained in this Loan Agreement, leases or financing agreements entered into by Borrower or Facility Operator in the ordinary course of business with third party vendors/lessors for personal property and equipment located at, and used in connection
with the operation of, the Facility shall be permitted without the prior consent of Lender (and such assets shall not be Collateral or Mortgaged Property), provided that the counterparty to such arrangement is not an Affiliate of Borrower and such
arrangement is on market terms and the total of all leases or financing agreements is subject to Section 6.13(a)(x)(B). 


 81.
Section 6.15(a) is revised to read in its entirety as follows: 
  

	 	(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 entered into after the date hereof will be on forms acceptable to approved by Lender, will be for initial terms of at least 6 months and
not more than 2 years, and will not include options to purchase. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-25









 82. Section 6.16 is revised to read in its entirety as follows: 

 

	 	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 would or could
reasonably be expected to 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. 


 83. The lead-in paragraph of 6.17 is revised to read in its entirety as follows: 

 

	 	6.17	 Further Assurances and Estoppel Certificates; Lender’s Expenses. Within 10 days after a request from Lender
prior to Securitization, and within 20 days after a request from Lender after a Securitization, in Lender’s Discretion, Borrower will take each of the following actions:



 84. Section 6.17(a) is revised to read in its entirety as follows: 

 

	 	(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 no Event of Default exists (or, if an Event of Default exists,
describing such default the same 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. 


 85. The
lead-in paragraph of Section 6.20(b) is revised to read in its entirety as follows: 
  

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



86. Section 6.20(b)(iv)(C) is revised to read in its entirety as follows: 

 

	 	(C)	 Borrower qualifies as either an “operating company,” a “venture capital
operating company,” or a “real estate operating company” within the meaning of 29 C.F.R. Section 2510.3-101(c), (d) or (e), 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-26









 87. Section 6.21(a) is revised to read in its entirety as follows: 

 

	 	(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, maintain all of the facilities, services, staff, equipment and
supplies required or normally associated with a typical high quality property devoted to the to operate the Facility for its Intended Use. 



88. Section 6.21(b) is revised to read in its entirety as follows: 

 

	 	(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 or Property Manager 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
fail to renew any License not to be renewed or reissued or fail to apply for the reissuance of any License, 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). 


 89. Section 6.22 is revised to
read in its entirety as follows: 
  

	 	6.22	 Facility Reporting. 


  

	 	(a)	 Borrower will, or will cause any Facility Operator to, furnish to Lender, within 10 days
Business 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) 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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-27










	 	 
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
Business 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. 


  

	 	(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 material 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 customary 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 Facility Operator to assign the License to Lender as additional security for the Indebtedness, using a customary
form of assignment acceptable to Lender in its discretion. 


  

	 	(e)	 Subject to all laws and regulations, including 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-28









 90. Section 6.23 is revised to read in its entirety as follows: 

 

	 	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
approved by Lender or unless such 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
Material 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 customary form acceptable to Lender in its discretion.



 91. Section 6.25 is revised to read in its entirety as follows: 

 

	 	6.25	 Property Manager and Operator of the Facility. Except as provided by
Section 6.09(d), Borrower will not surrender, terminate, cancel, modify, renew or extend its property management agreement or any operating lease (except for any renewal or extension
pursuant to its terms, and except for immaterial modifications); 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 (other than the management agreement or operating agreement with Property Manager or Facility Operator); 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 (other than an Approved 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




  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-29










	 	 
Management Agreement or assignment of operating agreement, as the case may be, in a customary 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, except as permitted by Section 6.04(a), 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
materially 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. 


 92. Section 6.27 is revised to read in its
entirety as follows: 
  

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



93. Section 6.28 is revised to read in its entirety as follows: 
  


	 	6.28	 Governmental Payor Programs. 


  

	 	(a)	 No more than 5 If, as of the date hereof, 20%
or more of the total number of beds at the Facility shall be are allocated to residents who participate in a
Governmental Payor Program, no more than an additional 5% of the total number of beds may be allocated to residents who participate in a Governmental Payor Program during the term of the
Loan. If, as of the date hereof, less than 20% of the total number of beds at the Facility are allocated to residents who participate in a Governmental Payor Program, no more than 25% of the total number of beds may be allocated to residents
who participate in a Governmental Payor Program during the term of the Loan. 


  

	 	(b)	 If Borrower violates the covenant in Section 6.28(a), then Borrower must immediately
fundshall not be in default hereunder so long as Borrower promptly notifies Lender of such violation and, after written demand by Lender, funds 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 a floating 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-30










	 	(c)	 Borrower will furnish to Lender, within 10 daysBusiness Days after
receipt by Borrower, any Facility Operator or any Property Manager, any and all written 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 Business 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).



  

	 	(f)	 Within 10 days Business 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)	 Subject to prior written notice from Lender and subject to all Privacy Laws, 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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-31










	 	 
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, provided Lender shall be responsible for the cost of Lender’s
examination or inspection excepting (i) one examination or inspection during any 12 month period or (ii) any such examination or inspection conducted during the existence of an Event of Default. 



 

	 	(h)	 Subject to all applicable laws and regulations, including Privacy Laws, Borrower will
furnish and will cause any management agent for the Facility or any Facility Operator to furnish to Lender, at Borrower’s expense, evidence which Lender may from time to time reasonably request as to the accuracy and validity of
or compliance with all representations and warranties covenants 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
(relating to the Facility) 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. 


  

	 	(k)	 After During the existence of 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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-32










	 	 
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. 



94. Section 7.01(d) is revised to read in its entirety as follows: 

 

	 	(d)	 The execution of an operating lease with Operating Tenant and 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. 



95. Section 7.01(g) is revised to read in its entirety as follows: 

 

	 	(g)	 ASubject to Section 6.14(b), 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.



 96. Section 7.01(h) is revised to read in its entirety as follows: 

 

	 	(h)	 The creation of a mechanic’s, materialmen’s, or judgment Lien against the Mortgaged
Property or any other Lien that is not affirmatively granted by Borrower, 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.



 97. Section 7.01(k) is revised to read in its entirety as follows: 

 

	 	(k)	 ReservedAny Transfer pursuant to a lease or financing arrangement of
personal property or equipment permitted by the terms of this Loan Agreement. 


 98. Section 7.02(c) is revised
to read in its entirety as follows: 
  

	 	(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, but excluding the Transfer of shares of a publicly held
corporation or entity, subject to the requirements of Section 7.02(e). 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-33









 99. Section 7.02(e) is revised to read in its entirety as follows: 

 

	 	(e)	 If Borrower or any Designated Entity for Transfers is a corporation or entity whose
outstanding voting stock or interest is publicly held or 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. 


 100. Section 7.03(c) is
revised to read in its entirety as follows: 
  

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



  

	 	(i)	 The public issuance of common stock, preferred 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. 


 101.
Section 7.05(a)(v) is revised to read in its entirety as follows: 
  

	 	(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, ana Facility 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 Facility Operator approved by Lender must either (A) assume the Loan Documents executed
by the prior Facility 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 Facility Operator’s role in the operation of the Facility and appropriately secure the Loan. 



102. Section 7.05(b)(i) is revised to read in its entirety as follows: 

 

	 	(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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-34









 103. Section 9.01(e) is revised to read in its entirety as follows: 

 

	 	(e)	 Borrower fails to apply Condemnation proceeds or awards received by Borrower in accordance
with the comply with the Condemnation provisions of Section 6.11. 


 104. Section 9.01(h)
is revised to read in its entirety as follows: 
  

	 	(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 90120 days,
then, if Borrower commences such cure within the 30 day cure period, and diligently pursues such cure thereafter, Borrower will have an additional time as determined by Lender in
Lender’s Discretion, not to exceed an additional 6090 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
Discretion, 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. 



105. Section 9.01(i) is revised to read in its entirety as follows: 

 

	 	(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. (and if no notice and/or cure period is specified therein and such Loan Document does not
specify that such failure is an immediate Event of Default, such failure shall not constitute an Event of Default unless and until such failure continues beyond the notice and cure periods contemplated by Section 9.01(h) above).



 106. Section 9.01(l) is revised to read in its entirety as follows: 

 

	 	(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 when made. 


 107.
Section 9.01(p)(ii) is revised to read in its entirety as follows: 
  

	 	(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
substantially the form of the Guaranty executed on the Closing Date or otherwise in form and content acceptable to Lender, together with such
customary legal opinions as Lender deems necessary; provided, however, that if 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-35










	 	 
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.



 108. Section 9.01(q)(ii) is revised to read in its entirety as follows: 

 

	 	(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
asof the Guaranty executed on the Closing Date or otherwise in form and content acceptable to Lender, without
any cost or expense to Lender. 


 109. Section 9.01(t) is revised to read in its entirety as follows: 

 

	 	(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 which could, in Lender’s Discretion, result in impairment of the Note, the Security Instrument or this Loan Agreement or any other security given under any other Loan Document.



 110. Section 9.02(a) is revised to read in its entirety as follows: 

 

	 	(a)	 If Borrower fails to perform any of its obligations under this Loan Agreement or any other Loan
Document beyond any notice and cure period provided herein or therein, 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. 



111. Section 9.03(a) is revised to read in its entirety as follows: 

 

	 	(a)	 Upon the occurrence and during the continuance of 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. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-36









 112. Section 9.03(c) is revised to read in its entirety as follows: 

 

	 	(c)	 Upon the occurrence and during the continuance of an Event of Default, 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. 



113. Section 9.03(d) is revised to read in its entirety as follows: 

 

	 	(d)	 Upon the occurrence and during the continuance of an Event of Default, 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. 


 114. A new paragraph is added to the end of Section 10.02(b) as follows: 

Notwithstanding the foregoing, or anything to the contrary contained in
Section 5.05 and/or Section 6.12, Borrower shall not be obligated hereunder or liable for indemnification with respect to the introduction and initial release of Hazardous Materials on or from the Mortgaged Property from and after the date
(the “Transfer Date”) that the Lender (or any successor to Lender) acquires title to and has assumed possession and control of the Mortgaged Property through power of sale, foreclosure or deed in lieu of foreclosure; provided, however,
that Borrower will bear the burden of proof that the introduction and initial release of such Hazardous Material (i) occurred subsequent to the Transfer Date, (ii) did not occur as a result of any action, or failure to act, on the part of
Borrower or any Affiliate of Borrower, in, on, under or near the Mortgaged Property, and (iii) did not occur as a result of any Prohibited Activity of Condition which occurred prior to the Transfer Date. 

115. Section 10.02(d)(ii) is revised to read in its entirety as follows: 

 

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


 116. Section 10.02(e) is revised to read in its entirety as follows: 

 

	 	(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 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-37










	 	 
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 out of pocket costs and expenses incurred by Lender, including all costs of settlements entered into in good faith,
consultants’ fees and Attorneys’ Fees and Costs. 


 117. Section 10.02(h)(iii) is revised to read in its
entirety as follows: 
  

	 	(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 (but only with respect to any matters against which Indemnitees are entitled to be indemnified under this Article X), or in monitoring and
participating in any legal or administrative proceeding in connection with any matters against which Indemnitees are entitled to be indemnified under this Article X. 



118. Section 11.01 is revised to read in its entirety as follows: 

 

	 	11.01	 Waiver of Statute of Limitations, Offsets and Counterclaims. To the extent permitted
by applicable law, 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. 



119. Section 11.02(b) is revised to read in its entirety as follows: 

 

	 	(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. Each of Lender and 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 or
Borrower’s right to bring any suit, action or proceeding relating to matters under this Loan Agreement in any court of any other jurisdiction. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-38









 120. Section 11.13(b) is revised to read in its entirety as follows: 

 

	 	(b)	 Delivering revised organizational documents, counsel opinions, and executed amendments to the Loan Documents satisfactory to the Rating Agencies
(provided no such amendment shall revise any economic terms of the Loan). 



121. Section 11.17(c) is revised to read in its entirety as follows: 

 

	 	(c)	 Borrower agrees to cooperate with all reasonable requests of Lender to accomplish the foregoing, including execution and prompt delivery to Lender
of a severance agreement and such other documents (each in customary form for similar transactions with institutional lenders) as Lender requires in Lender’s Discretion, and Lender
will reimburse Borrower for all costs reasonably incurred by Borrower in connection with actions taken by Borrower pursuant to Lender’s request under the terms of this Section 11.17. 



122. Article XII definitions are added or revised as follows: 

“Attorneys’ Fees and Costs” means: (i) fees and out of pocket costs of Lender’s and Loan
Servicer’s outside 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. 

“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% (excluding any Person holding shares in a publicly held company or entity). 


  

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



“Environmental Permit” means any permit, license, or other authorization
issuedrequired under any Hazardous Materials Law with respect to anyfor the activities or
businesses conducted on or in relation to the Mortgaged Property. 
 “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. The Facility Operator as of the Closing Date is                     . 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-39









 “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 (as related to exposure to Hazardous Materials) 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. 
 “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
required by applicable law for the use or operation of 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. 
 “Material Contract” means
Contracts, but specifically excluding National Contracts: 
  

	 	(i)	 For preparing or serving food (but do not include food supply Contracts), regardless
ofthe annual consideration or termof which, directly or indirectly, is at least $50,000 per year.



  

	 	(ii)	 For medical services or healthcare provider agreements, regardless ofthe annual consideration or
termof which, directly or indirectly, is at least $50,000 per year. 


  

	 	(iii)	 The average annual consideration of which, directly or indirectly, is at least
$20,000100,000. 


  

	 	(iv)	 Having a term of more than one year and the annual consideration of which, directly or
indirectly, is at least $50,000 per 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. 



 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-40










	 	(v)	 Determined by Lender to be material to the operation of the Facility
necessary to obtain or maintain a License required for the use and operation of the Facility for its Intended Use. 



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

	 	(xix)	 Allto the extent assignable, all rights to payments from Governmental
Payor Programs and rights to payment from private insurers, arising from the operation of the Facility. 


  

	 	(xx)	 Allto the extent assignable, all Licenses. 



“National Contract” means any Contract to which any
Property Manager is a party that provides for the provision of goods or services to the Facility and to other facilities owned or leased by any Person that is not the Borrower or any Facility Operator. 

“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. 



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 the Facility including, without limitation, the operation of motor vehicles from time
to time located on the Mortgaged Property’s parking areasand generators, so long as all of the foregoing are used, stored, handled, transported and disposed of in compliance
with Hazardous Materials Laws. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-41









 “Property Manager” means
                                         a
                                        ,
or another residential property manager which is managing the Facility in accordance with Section 6.09(d) or approved by Lender in writing. 

“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
the most current version of the ASTM Standard E1527-05 (or any successor standard published by ASTM) and good customary and commercial practice. 

 

	B.	 Transaction Specific Modifications 


  

	1.	 Section 6.10(d) is deleted and replaced with the following provision: 



(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). If Insurance against acts of terrorism is not available at commercially reasonable rates and if the related hazards are not at the time commonly insured against for properties similar to the Mortgaged Property and located
in or around the region in which the Mortgaged Property is located, then Lender may opt to temporarily suspend, cap or otherwise limit the requirement to have such terrorism insurance for a period not to exceed one year, unless such suspension or
cap will be renewed by Lender for additional one year increments. 
  

	2.	 The following is added to Section 7.03(c) of the Loan Agreement: 



 

	 	(iii)	 The merger or consolidation of a publicly held fund or public Real Estate Investment Trust (“Public Fund/REIT”) with any Person,
the sale or other Transfer of all of the Public Fund/REIT’s assets to another Person or the Transfer of interests in the Public Fund/REIT by operation of law to another Person if both of the following conditions are met. 



 

	 	(A)	 If the Public Fund/REIT is the Guarantor, the Borrower must remain Controlled directly or indirectly by the Guarantor (or any successor to
Guarantor). 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-42










	 	(B)	 The Guarantor (or any successor entity) continues to meet the Minimum Net Worth Requirements as set forth in the Guaranty and assumes in writing
all of the Guarantor’s obligations. 


  

	3.	 The following is added as an additional Event of Default under Section 9.01 of each Loan Agreement: 



(pp) The occurrence of an “Event of Default” under the Other Sponsor Loan Documents. 

 

	4.	 Section 11.17 is deleted and replaced with “Reserved”. 



 

	5.	 The following new provision is added to Article XI of the Loan Agreement: 



11.21 Adjustment of Cross-Default. 

In the event of an Event of Default under Section 9.01(pp), Lender may elect, in Lender’s sole option and discretion,
not to enforce the cross-default provision under Section 9.01(pp) with respect to one or more or all of the Other Sponsor Loans, at any time, or from time to time. Any election by Lender not to enforce the cross default provisions will
not constitute a waiver of Lender’s right to enforce those provisions in the future with respect to such default or any other future default, and will not constitute a waiver of any of Lender’s other rights under the Loan Documents. 

 

	6.	 The definition of “Minimum DSCR” in Article XII is deleted and replaced with the following: 



“Minimum 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 a floating rate, then 



 

	 	(A)	 1.10:1 for Mortgaged Properties classified by Lender as Independent Living and 



 

	 	(B)	 1.15:1 for Mortgaged Properties classified by Lender as Assisted Living. 



  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-43










	7.	 The following new definitions are added to Article XII of the Loan Agreement: 



“Other Sponsor Indebtedness” means, in the aggregate, the “Indebtedness” as defined in the Other
Sponsor Loan Documents for each of the Other Sponsor Loans. 
 “Other Sponsor Loan Documents” means the
documents evidencing, securing and otherwise governing each of the Other Sponsor Loans.  
 “Other
Sponsor Loans” means the loans described on Exhibit O attached hereto, other than the Loan.
 “Other
Sponsor Borrowers” means the “Borrowers” under the Other Sponsor Loans, as further identified on Exhibit O. 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page B-44









 EXHIBIT C 

REPAIR SCHEDULE OF WORK 
  

			
	 Description of Repair
	  	 Completion Date

	 ADA compliance items
	  	180 days
	 Seal and stripe; Mill, overlay approximately 25%
	  	180 days
	 Tuckpoint and repair mortar gaps
	  	180 days


  

			
	 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
                                         
           , 20     by and between Lender and the undersigned ( “Loan Agreement”) to pay for repairs to the multifamily apartment project known
as                                        
                 and located in
                                         
                   . 
 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 

NIC 11 Michigan Owner LLC 
 Propco
11 LLC 
 Guarantor(s) 
 New
Senior Investment Group Inc., a Delaware corporation 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page I-1









 EXHIBIT K 

LICENSES 
  

			
	 LICENSE
	  	HOLDER
	 None
	  	N/A


  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
	  	Page K-1









 EXHIBIT L 

FURNITURE, FIXTURES, EQUIPMENT, AND MOTOR VEHICLES 

See attached Schedule B 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page L-1









 EXHIBIT M 

CONTRACTS 
 NOT APPLICABLE


  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page M-1









 EXHIBIT N 

MATERIAL CONTRACTS 
 NOT
APPLICABLE 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page N-1









 EXHIBIT O 

OTHER SPONSOR LOANS 
 NOT
APPLICABLE 

  

			
	 Multifamily Loan and Security Agreement – Seniors Housing
		Page O-1