If Yes, specify:                                                                                                                                                                                                                                     

Name of Rider

Rider to Multifamily Loan and

Security Agreement –

Cooperation with Rating

Agencies and Investors

Rider to Multifamily Loan and

Security Agreement –

Additional Provisions – Sale or

Securitization of Loan

Rider to Multifamily Loan and

Security Agreement – Repair

Reserve Fund

Rider to Multifamily Loan and

Security Agreement –

Replacement Reserve Fund –

Immediate Deposits

Rider to Multifamily Loan and

Security Agreement –

Recycled Borrower

Rider to Multifamily Loan and

Security Agreement –

Recycled SPE Equity Owner

Rider to Multifamily Loan and

Security Agreement – Repair –

No Repair Established

Rider to Multifamily Loan and

Security Agreement –

Recycled Borrower –

Converted Entity

Rider to Multifamily Loan and

Security Agreement –

Recycled Borrower –

Converted Entity

Rider to Multifamily Loan and

Security Agreement – Ground

Fault Interrupter Outlet

Replacements No

Disbursement from

Repair Reserve Fund

Rider to Multifamily Loan and

Security Agreement – Ground

Lease Mortgage

Rider to Multifamily Loan and

Security Agreement – Termite

or Wood Damaging Insect

Control

Rider to Multifamily Loan and

Security Agreement – Units

With Outstanding Occupancy

Authorization

Rider to Multifamily Loan and

Security Agreement –

Commingling of Accounts

Rider to Multifamily Loan and

Security Agreement –

Guarantor Requirements

ARTICLE I DEFINED TERMS; CONSTRUCTION

1.01

1.02

ARTICLE II LOAN.

2.01

2.02

2.03

2.04

2.05

2.06

ARTICLE III LOAN SECURITY AND GUARANTY

3.01

3.02

3.03

3.04

3.05

3.06

3.07

3.08

3.09

ARTICLE IV RESERVE FUNDS AND REQUIREMENTS

4.01

4.02

4.03

4.04

4.05

4.06

4.07

4.08

ARTICLE V REPRESENTATIONS AND WARRANTIES

5.01

5.02

5.03

5.04

5.05

5.06

5.07

5.08

5.09

5.10

5.11

5.12

5.13

5.14

5.15

5.16

5.17

5.18

5.19

5.20

5.21

5.22

5.23

5.24

5.25

5.26

5.27

5.28

5.29

5.30

5.31

5.32

5.33

5.34

5.35

5.36

5.37

5.38

5.39

5.40

5.41

5.42

5.51

5.52

5.58

5.59

5.60

5.61

5.62

ARTICLE VI BORROWER COVENANTS

6.01

6.02

6.03

6.04

6.05

6.06

6.07

6.08

6.09

6.10

6.11

6.12

6.13

6.14

6.15

6.16

6.17

6.18

6.19

6.20

6.21

6.22

6.23

6.24

6.25

6.26

6.27

6.28

6.29

6.30

6.31

6.53

6.54

6.55

6.59

ARTICLE VII TRANSFERS OF THE MORTGAGED PROPERTY OR INTERESTS IN BORROWER

7.01

7.02

7.03

7.04

7.05

7.06

7.07

7.08

7.09

7.10

7.11

7.12

ARTICLE VIII SUBROGATION

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES

9.01

9.02

9.03

9.04

9.05

9.06

ARTICLE X RELEASE; INDEMNITY

10.01

10.02

10.03

ARTICLE XI MISCELLANEOUS PROVISIONS

11.01

11.02

11.03

11.04

11.05

11.06

11.07

11.08

11.09

11.10

11.11

11.12

11.13

11.14

11.15

11.16

11.17

11.18

11.19

11.20

11.21

11.22

ARTICLE XII DEFINITIONS

ARTICLE XIII INCORPORATION OF ATTACHED RIDERS

ARTICLE XIV INCORPORATION OF ATTACHED SCHEDULES AND EXHIBITS

Lender has agreed to make and Borrower has agreed to accept a loan in the original principal amount of $720,000,000.00 (“ Loan ”). Lender is willing to make the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.

Each Individual Borrower is an affiliate of each of the other Individual Borrowers and will receive a direct and material benefit from the making of the Loan to the other Individual Borrowers.

Each Individual Borrower acknowledges Lender is willing to make the Loan only if each Individual Borrower agrees to the terms and conditions of this Loan Agreement and the other Loan Documents, which provide, among other things, that each Individual Borrower will be primarily, jointly, and severally liable with each of the other Individual Borrowers for the payment and performance of the Loan and the obligations under the Loan Documents, and that each Individual Property will serve as collateral for the Loan.

Each Individual Borrower further acknowledges that the benefits derived by such Individual Borrower agreeing to be primarily, jointly, and severally liable are equivalent to the burdens imposed upon such Individual Borrower and the Mortgaged Property owned by such Individual Borrower by such agreement, notwithstanding that the Allocated Loan Amount with respect to each Individual Property may be of differing amounts.

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.

Construction .

The captions and headings of the Articles and Sections of this Loan Agreement are for convenience only and will be disregarded in construing this Loan Agreement.

Any reference in this Loan Agreement to an “Exhibit,” an “Article” or a “Section” will, unless otherwise explicitly provided, be construed as referring, respectively, to an Exhibit attached to this Loan Agreement or to an Article or Section of this Loan Agreement.

All Schedules, Exhibits and Riders attached to or referred to in this Loan Agreement are incorporated by reference in this Loan Agreement.

Any reference in this Loan Agreement to a statute or regulation will be construed as referring to that statute or regulation as amended from time to time.

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

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

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

Unless the context requires otherwise, (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.

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.

Except as expressly set forth in this Loan Agreement:

The defined term “Borrower” will refer both to each Individual Borrower and collectively to all Individual Borrowers. It is the intent of the parties that in making any determination under this Loan Agreement, including, without limitation, in determining whether (A) a breach of a representation, warranty or a covenant has occurred, (B) an Event of Default or a Transfer has occurred, or (C) an event has occurred which would create recourse obligations or indemnification obligations under the Loan Documents, that any such breach, occurrence or event with respect to any Individual Borrower will be deemed to be such a breach, occurrence or event with respect to all Individual Borrowers and that all Individual Borrowers need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Individual Borrower.

The defined term “Mortgaged Property” will refer both to each Individual Property and collectively to all Individual Properties. It is the intent of the parties in making any determinations under this Loan Agreement, including without limitation, in determining whether (A) a breach of a representation, warranty or a covenant has occurred, (B) an Event of Default or a Transfer has occurred, or (C) an event has occurred which would create recourse obligations or indemnification obligations under the Loan Documents, that any such breach, occurrence or event with respect to any Individual Property will be deemed to be such a breach, occurrence or event with respect to the Loan.

The defined term “Facility Operator” will refer both to each individual Facility Operator for any Individual Facility and collectively to all Facility Operators for all Individual Facilities. It is the intent of the parties that in making any determination under this Loan Agreement, including, without limitation, in determining whether (A) a breach of a representation, warranty or a covenant has occurred, (B) an Event of Default or a Transfer has occurred, or (C) an event has occurred which would create recourse obligations or indemnification obligations under the Loan Documents, that any such breach, occurrence or event with respect to any individual Facility Operator will be deemed to be such a breach, occurrence or event with respect to all Facility Operators and that all individual Facility Operators need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Facility Operator.

The defined term “Facility” will refer both to each Individual Facility and collectively to all Individual Facilities. It is the intent of the parties in making any determinations under this Loan Agreement, including without limitation, in determining whether (A) a breach of a representation, warranty or a covenant has occurred, (B) an Event of Default or a Transfer has occurred, or (C) an event has occurred which would create recourse obligations or indemnification obligations under the Loan Documents, that any such breach, occurrence or event with respect to any Individual Facility will be deemed to be such a breach, occurrence or event with respect to the Loan.

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.

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, and a prepayment in connection with releases pursuant to Section 7.10 of this Loan Agreement.

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.

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.

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

Floating Rate Mortgage - 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) for any portion of the Indebtedness, and (b) a Cap Agreement is not required for any portion of the Indebtedness, then this Section 2.06 and Section 3.04 will be of no force or effect.

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.

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.

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

Reserve Funds .

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 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.

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:

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.

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.

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.

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.

Cap Agreement and Cap Collateral Assignment .

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 no later than the Closing Date and be effective for an initial term ending not earlier than the third anniversary of the Closing Date. Subject to Section 11.22, the initial Cap Agreement must be in a Notional Amount 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 be from a Cap Provider, be in a form acceptable to Lender, and 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 Rate Cap Index Rate over (ii) interest on the Notional Amount at the Strike Rate.

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 satisfy the requirements for a Cap Agreement in this Loan Agreement and (i) have a term expiring not earlier than one year from its effective date, (ii) have a Strike Rate that does not exceed the Original Strike Rate, and (iii) subject to Section 11.22, be in a Notional Amount equal to the outstanding principal balance due under the Note on the effective date of the Replacement Cap Agreement.

Attorneys’ Fees and Costs . Borrower must pay or reimburse Lender, upon demand, for all costs and expenses in connection with the initial Cap Agreement and any Replacement Cap Agreement, including, but not limited to, (i) all Attorneys’ Fees and Costs incurred by Lender, and (ii) the cost of the cap broker, if any.

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

Allocation among Individual Borrowers . Each Individual Borrower must contribute its proportionate share of the cost of each Cap Agreement required under this Loan Agreement, and all costs associated with the purchase of each Cap Agreement required under this Loan Agreement must be reasonably allocated among Individual Borrowers.

Master Rate Cap . Borrower and Lender acknowledge and agree that Borrower’s obligation pursuant to this Loan Agreement to obtain, maintain and collaterally assign to Lender a Cap Agreement (including any Replacement Cap Agreement) may be satisfied by the purchase of a rate cap (a “ Master Rate Cap ”) by an entity related to each Individual Borrower which directly or indirectly holds a controlling interest in each Individual Borrower and is approved by Lender (“ Cap Purchaser ”), provided that such Master Rate Cap: (i) satisfies all of the requirements for the Cap Agreement provided herein in Lender’s Discretion, and (ii) is collaterally assigned to Lender pursuant to a hedge assignment and security agreement satisfactory to Lender by and among Cap Purchaser, Lender, and Borrower. 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 requirements of this Loan Agreement relating to the Cap Agreement, such termination or failure will be an Event of Default hereunder.

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.

Assignment of Licenses, Certificates and Permits .

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.

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 any Individual Borrower has. Lender does not assume any obligations or duties of Borrower concerning the Licenses.

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

Reserved .

Reserved .

Reserved .

Reserves Generally .

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:

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.

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.

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.

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

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

Reserved.

Reserves for Taxes, Insurance and Other Charges .

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.

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

© 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.

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

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.

through (i) are Reserved.

Repairs; Repair Reserve Fund . Reserved.

Replacement Reserve Fund . Reserved.

Rental Achievement Provisions . Reserved.

Debt Service Reserve . Reserved.

Rate Cap Agreement Reserve Fund . As a condition to making the Loan, Lender has required Borrower to establish the Rate Cap Agreement Reserve Fund to ensure that adequate funds are available for, among other things, the purchase, if applicable, of any Replacement Cap Agreement.

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. The delivery of a Master Rate Cap does not negate the Borrower’s obligation to make Rate Cap Reserve Deposit payments.

Adjustments to Rate Cap Reserve Deposit . Lender will re-compute the amount of the Rate Cap Reserve Deposit every 6 months based on the prevailing cost of the Rate Cap at that time and the anticipated outstanding principal balance due under the Note immediately prior to termination of the then-existing Cap Agreement. Lender will provide Notice to Borrower of any revised Rate Cap Reserve Deposit.

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

Termination of Rate Cap Agreement Reserve Fund . Upon purchase by 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 Replacement Cap Agreement acceptable to Lender, provided no Event of Default has occurred and is continuing, or (ii) payment in full of the Indebtedness.

through 4.20 are Reserved .

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

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.

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.

Actions; Suits; Proceedings .

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.

Without limiting the generality of subsection (a) above, none of Borrower (and, if any Individual Borrower is a limited partnership, any of its general partners or if any Individual Borrower is a limited liability company, any member of such Individual Borrower), any Facility Operator, or the Facility are subject to any proceeding, suit or investigation by any Governmental Authority. Neither any Individual Borrower nor any Facility Operator has received any notice from any Governmental Authority which may, directly or indirectly, or with the passage of time, have a Material Adverse Effect or otherwise result in any of the following:

The imposition of a fine, interim sanction, or final sanction.

A lower reimbursement rate for services rendered to eligible residents.

The Downgrade, revocation, transfer, surrender or suspension, or non-renewal or reissuance, or any other impairment of any License.

The appointment of a receiver or trustee.

Impairment of any Individual Borrower’s or any Facility Operator’s ability to accept and retain residents.

Impairment of any Individual Borrower’s or Facility Operator’s continued participation in any Governmental Payor Program, or any successor programs thereto, at current rate certifications.

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:

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

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.

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.

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.

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.

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.

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.

Commencement of Work; No Labor or Materialmen ’ s Claims . Except as set forth on Exhibit E , prior to the recordation of the applicable 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 applicable Security Instrument, Borrower has satisfied each of the following conditions:

Borrower has fully disclosed in writing to both the Lender and the title company issuing the applicable Title Policy 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.

Borrower has obtained and delivered to Lender and the title company issuing the applicable Title Policy 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.

Compliance with Applicable Laws and Regulations .

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

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

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

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

Without limiting the generality of subsection (a) above, each Individual Borrower, each Facility Operator, and each Individual 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 applicable Individual Facility (including any Governmental Payor Program requirements and disclosure of ownership and related information requirements), including:

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

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

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

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

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

No Individual Borrower has received notice of, or is not aware of, any violation of applicable antitrust laws or securities laws relating to any Individual Facility, any Individual Borrower, or any Facility Operator.

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.

Licenses and Permits .

With respect to each Individual Property, the applicable Individual Borrower, any applicable Facility Operator and any applicable Property Manager, and to the best of Borrower’s knowledge, any commercial tenant of the applicable Individual Property, is in possession of all material licenses, permits and authorizations required for use of such Individual Property, which are valid and in full force and effect as of the date of this Loan Agreement.

Without limiting the generality of subsection (a) above, with respect to each Individual Property, each Individual Borrower has obtained or has caused any applicable Facility Operator to obtain all Licenses necessary to use, occupy or operate such Individual Facility for its Intended Use (such Licenses being in the name of the applicable Individual Borrower 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 each Individual Facility is in conformity with all certificates of occupancy and Licenses and any other restrictions or covenants affecting such Individual Facility. Each Individual Facility has all equipment, staff and supplies necessary to use and operate such Individual Facility for its Intended Use.

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

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 .

As of the Closing Date, the Licenses attached as Exhibit K are current and no Individual Borrower has been subject to or received notice of any pending inquiry, audit, investigative demand or violation that has not been brought to Lender’s attention 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.

There has been no previous assignment or encumbrance of any 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.

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.

Neither the execution and delivery of the Note, this Loan Agreement, any Security Instrument nor any other Loan Document, Borrower’s performance under the Loan Documents, nor the recordation of any 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.

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 all or a portion of the Mortgaged Property or an interest in the Mortgaged Property, except as has been disclosed to and approved in writing by Lender.

Term of Leases . All Leases for residential units with respect to the Mortgaged Property satisfy each of the following conditions:

They are on forms that are customary for similar senior housing facilities in the Property Jurisdiction.

They are for initial terms of at least 1 month and not more than 2 years (unless otherwise approved in writing by Lender).

They do not include any Corporate Leases (unless otherwise approved in writing by Lender).

They do not include options to purchase.

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,

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

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.

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 any Title Policy 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.

No Change in Facts or Circumstances .

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.

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.

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

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.

ERISA – Borrower Status . Borrower represents as follows:

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.

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.

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.

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

No Insolvency or Judgment .

No Pending Proceedings or Judgments . No Individual 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.

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.

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.

Cap Collateral .

Borrower 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.

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

Ground Lease . Reserved.

Purpose of Loan . The purpose of the Loan is as indicated by the checked boxes below and on Exhibit Q :

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 – Mortgaged Property : 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 the applicable “ Property Seller ” identified on Exhibit Q .

Acquisition Loan – Membership Interests : All of the consideration given or received or to be given or received in connection with the acquisition of 100% of the direct or indirect membership interests of the Borrower (“ Membership Interests ”) has been fully disclosed to Lender. The Membership Interests were or will be purchased from the applicable “ Membership Interests Seller ” identified on Exhibit Q .

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 Supplemental Loan has been fully disclosed to Lender.

Intended Use .

With respect to each Individual Facility, the residential units in such Individual Facility are allocated as set forth on Exhibit P (“ Intended Use ”).

The number of units set aside as Assisted Living Residences and Independent Living Units may be increased or decreased without Lender’s consent, subject to Section 5.25(c).

For the purposes of this Section 5.25(c), an “ Increase in Acuity Mix ” means, with respect to any Individual Facility, (A) the conversion of Independent Living Units to either Assisted Living Residences which are not devoted to Alzheimer’s care, dementia care and/or memory care, or Assisted Living Residences which are devoted to Alzheimer’s care, dementia care and/or memory care, or (B) the conversion of Assisted Living Residences which are not devoted to Alzheimer’s care, dementia care and/or memory care to Assisted Living Residences which are devoted to Alzheimer’s care, dementia care and/or memory care. A “ Decrease in Acuity Mix ” means, with respect to any Individual Facility, (A) the conversion of Assisted Living Residences which are not devoted to Alzheimer’s care, dementia care and/or memory care to Independent Living Units, or (B) the conversion of Assisted Living Residences which are devoted to Alzheimer’s care, dementia care and/or memory care to either Independent Living Units or Assisted Living Residences which are not devoted to Alzheimer’s care, dementia care and/or memory care. Without Lender’s prior consent, Borrower may not convert units at any Individual Facility if the accumulated change after giving effect to the conversion, as a percentage of the total number of units in the applicable Individual Facility on the Closing Date, would be greater than:

25% with respect to the accumulated Increase in Acuity Mix; or

10% with respect to the accumulated Decrease in Acuity Mix.

The bed count identified in the Intended Use 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 applicable Individual Facility, provided that no more than 40% of the beds at the applicable Independent Facility (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.

Reserved.

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 the applicable Individual Borrower, is listed on Exhibit L , and such list is true and complete.

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.

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 any Individual 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.

Contracts .

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.

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.

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.

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.

Material Contracts .

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

With regard to each Material Contract listed in Exhibit N : (i) the Material Contract is assignable by the applicable Individual Borrower, or if no Individual Borrower is a party thereto, by a Facility Operator, without the consent of the other party thereto (or the applicable Individual 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

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.

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.

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 any Individual Borrower, any Facility Operator, or any Individual Facility’s common name.

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

The applicable Individual Facility is in compliance in all material respects with the requirements for participation in the Governmental Payor Program, including the Medicare and Medicaid Patient Protection Act of 1987.

The applicable Individual 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.

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

All Governmental Payor Program cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the applicable Individual Facility are materially accurate and complete and have not been misleading in any material respects.

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

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:

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

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.

If any existing management agreement or operating lease is terminated or Lender acquires the applicable Individual 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.

Third-Party Payor Programs and Private Commercial Insurance Managed Care and Employee Assistance Programs .

The Facility conforms in all material respects with all insurance, reimbursement and cost reporting requirements.

There is no threatened or pending revocation, suspension, termination, probation, restriction, limitation or nonrenewal affecting Borrower or any Facility Operator, of any private commercial insurance managed care or employee assistance program to which Borrower or any Facility Operator is subject.

All private insurance cost reports and financial reports submitted by Borrower, any Facility Operator, or any Property Manager for the Facility are materially accurate and complete and have not been misleading in any material respects.

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

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 applicable Individual 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 applicable Individual Facility for its Intended Use, and are not provisional, probationary, or restricted in any way.

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

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 a comparable facility or which conflict with any statutory or regulatory requirements.

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

No Facility Deficiencies, Enforcement Actions or Violations .

No Individual Facility has 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 any Individual Facility, any Property Manager, any Facility Operator or any Individual Borrower (or any officer, director or stockholder of any of the foregoing) by any Governmental Authority during the last 3 calendar years, and there have been no violations over the past 3 calendar years which have threatened any certification of any Individual Facility, any Property Manager, any Facility Operator or any Individual Borrower for participation in any Governmental Payor Program.

Reserved.

Seniors Housing Operator . Reserved.

Recycled SPE Borrower . Reserved.

Recycled SPE Equity Owner . Reserved.

through 5.50 are Reserved .

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).

through 5.57 are Reserved .

Prohibited Parties Lists .

Borrower is not identified and to the best of Borrower’s knowledge after due inquiry and investigation, no Borrower Principal nor any Non-U.S. Equity Holder is identified on the OFAC Lists.

Borrower is not listed and to the best of Borrower’s knowledge after due inquiry and investigation, no Borrower Principal is listed on the FHFA SCP List.

AML Laws . None of Borrower or to the best of Borrower’s knowledge after due inquiry and investigation, any Borrower Principal or any Non-U.S. Equity Holder:

Has been convicted of a violation of the AML Laws or been the subject of a final enforcement action relating to the AML Laws.

Is the subject of any pending proceedings for any violation of the AML Laws.

Internal Controls . Borrower has in place and to the best of Borrower’s knowledge after due inquiry and investigation, Borrower has determined that each Borrower Principal has in place, practices and procedures for the admission of investors which prevent the admission of:

Any investor that is in violation of any criminal or civil law or regulation intended to prevent money laundering or the funding of terrorist or illegal drug trafficking activities.

Any Person that will have a 25% or more direct or indirect ownership (or other economic) interest in (i) any Individual Borrower or (ii) the aggregate of all Individual Borrowers (any such interest, a “ 25% Equity Interest ” and any such Person, a “ 25% Equity Holder ”) that is on the Prohibited Parties Lists.

Any Non-U.S. Equity Holder that is on the OFAC Lists.

Crowdfunding . Except as has been disclosed in writing to and approved in writing by Lender, no 25% Equity Interest has been marketed or sold to investors through any form of Crowdfunding.

through 5.65 are Reserved .

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.

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.

Use of Mortgaged Property .

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:

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.

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

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

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.

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.

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

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.

Convert, in whole or in part, any non-residential income producing units to non-income producing units.

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 the applicable Individual Borrower or Facility Operator to provide at the applicable Individual Facility under (A) applicable Healthcare Laws, and (B) applicable Licenses.

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.

Non-Residential Leases .

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.

Reserved.

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.

Subordination and Attornment Requirements. All Non-Residential Leases entered into after the date of this Loan Agreement, regardless of whether Lender’s consent or approval is required, will specifically include the following provisions:

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.

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.

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.

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.

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.

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.

Inspection .

Right of Entry . Subject to the rights of tenants under Leases, 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, (iii) Restorations, (iv) Property Improvement Alterations, and (v) any other Improvements, both in process and upon completion (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.

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.

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:

Books and Records; Financial Reporting .

Delivery of Books and Records .

Borrower will keep and maintain at all times at the Mortgaged Property, Borrower’s main business office, or the Property Manager’s or Facility Operator’s office, and upon Lender’s request will make available at the Mortgaged Property (or, at Borrower’s option, at the Property Manager’s or Facility Operator’s office), complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property 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 (“ Books and Records ”).

Borrower will keep the Books and Records in accordance with one of the following accounting methods, consistently applied, and Borrower will promptly provide Lender Notice of any change in Borrower’s accounting methods:

Generally accepted accounting principles (GAAP).

Tax method of accounting, if under the tax method of accounting, the accrual basis is used for interest expense, real estate taxes and insurance expense, and the cash basis is used for all other items, including income, prepaid rent, utilities and payroll expense. Financial statements may exclude depreciation and amortization.

Such other method that is acceptable to Lender.

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

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 Rent Schedule for each Individual Property dated no earlier than the date that is 5 days prior to the end of such quarter.

A statement of income and expenses for Borrower (both on an individual and a consolidated basis) that is either of the following:

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

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.

When requested by Lender, a balance sheet showing all assets and liabilities of Borrower as of the end of that fiscal quarter.

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

An annual statement of income and expenses for Borrower for that fiscal year (both on an individual and a consolidated basis).

A balance sheet showing all assets and liabilities of Borrower as of the end of that fiscal year (for each Individual Borrower on an individual basis and for all Individual Borrowers on a consolidated basis).

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

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

Additional Reporting Requirements Upon Request . Borrower will furnish to Lender each of the following:

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 for each Individual Property and a monthly statement of income and expenses for each Individual Borrower, in each case within 25 days after the end of each month.