SCHEDULE 1 TO MULTIFAMILY LOAN AND SECURITY AGREEMENT Definitions Schedule (Interest Rate Type – ARM (1 Month LIBOR)) (Seniors Housing) Capitalized terms used in the Loan Agreement have the meanings given to such terms in this Definitions Schedule. “Accounts” has the meaning set forth in the Security Instrument. “Accrued Interest” means unpaid interest, if any, on the Mortgage Loan that has not been added to the unpaid principal balance of the Mortgage Loan pursuant to Section 2.02(b) (Capitalization of Accrued But Unpaid Interest) of the Loan Agreement. “Acuity” means the type of housing and services categorized as Independent Living, Assisted Living or Alzheimer’s/Dementia Care provided to residents at the Mortgaged Property. “Additional Lender Repairs” means repairs of the type listed on the Required Repair Schedule but not otherwise identified thereon that are determined advisable by Lender to keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable condition or to prevent deterioration of the Mortgaged Property. “Additional Lender Replacements” means replacements of the type listed on the Required Replacement Schedule but not otherwise identified thereon that are determined advisable by Lender to keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable condition or to prevent deterioration of the Mortgaged Property. “Adjustable Rate” has the meaning set forth in the Summary of Loan Terms. “Affiliated Property Operator” means any Property Operator that is a Borrower Affiliate, as identified in the Summary of Loan Terms. “Allowed Change in Use” means a change during the Loan Term in the unit or bed Acuity composition at the Mortgaged Property not to exceed fifteen percent (15%) of the total number of units or beds in place as of the Effective Date. “Amortization Period” has the meaning set forth in the Summary of Loan Terms. “Amortization Type” has the meaning set forth in the Summary of Loan Terms. “Bank Secrecy Act” means the Bank Secrecy Act of 1970, as amended (e.g., 31 U.S.C. Sections 5311-5330).
“ERISA Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (or related trust) that is subject to the requirements of Title IV of ERISA, Sections 430 or 431 of the Internal Revenue Code, or Sections 302, 303, or 304 of ERISA, which is maintained or contributed to by Borrower or its ERISA Affiliates. “Event of Default” means the occurrence of any event listed in Section 14.01 (Events of Default) of the Loan Agreement. “Exceptions to Representations and Warranties Schedule” means that certain Schedule 7 (Exceptions to Representations and Warranties Schedule) to the Loan Agreement. “Facility Operating Agreement” means, individually and collectively, any of an Operating Lease, Sublease, Management Agreement or any other agreement setting forth the responsibilities for the operation, management, maintenance or administration of the Mortgaged Property as a Seniors Housing Facility. “First Payment Date” has the meaning set forth in the Summary of Loan Terms. “First Principal and Interest Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable. “Fixed Rate” means an interest rate per annum equal to the sum of the Investor Yield, the Servicing Fee and the Guaranty Fee. “Fixed Rate Option” means, in connection with a Conversion, Borrower’s selection of one (1) of the following fixed rate options for the Mortgage Loan which shall be effective from and after the Conversion Effective Date: (a) seven (7) year term with a five (5) year yield maintenance period; (b) seven (7) year term with a six and one-half (6.5) year yield maintenance period; (c) ten (10) year term with a seven (7) year yield maintenance period; or (d) ten (10) year term with a nine and one-half (9.5) year yield maintenance period. “Fixtures” has the meaning set forth in the Security Instrument. “Force Majeure” shall mean acts of God, acts of war, civil disturbance, governmental action (including the revocation or refusal to grant licenses or permits, where such revocation or refusal is not due to the fault of Borrower), strikes, lockouts, fire, unavoidable casualties or any other causes beyond the reasonable control of Borrower (other than lack of financing), and of which Borrower shall have notified Lender in writing within ten (10) days after its occurrence.