Table of Contents

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                     
Commission File Number: 000-55775

GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
(Exact name of registrant as specified in its charter)
Maryland
 
47-2887436
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
18191 Von Karman Avenue, Suite 300,
Irvine, California
 
92612
(Address of principal executive offices)
 
(Zip Code)

(949) 270-9200
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
___________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x   Yes     ¨   No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     x   Yes     ¨   No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
 
Non-accelerated filer
x
Smaller reporting company
o
 
 
 
Emerging growth company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨   Yes    x   No
As of August 3, 2018 , there were 53,715,262 shares of Class T common stock and 3,369,417 shares of Class I common stock of Griffin-American Healthcare REIT IV, Inc. outstanding.
 
 
 
 
 


Table of Contents

GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
(A Maryland Corporation)
TABLE OF CONTENTS

 
Page
 
 
 
 
 


2

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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2018 and December 31, 2017
(Unaudited)

 
June 30, 2018
 
December 31, 2017
ASSETS
Real estate investments, net
$
479,050,000

 
$
419,665,000

Cash and cash equivalents
26,788,000

 
7,087,000

Accounts and other receivables, net
5,921,000

 
2,838,000

Restricted cash
162,000

 
16,000

Real estate deposits
9,065,000

 
500,000

Identified intangible assets, net
45,702,000

 
44,821,000

Other assets, net
6,728,000

 
5,226,000

Total assets
$
573,416,000

 
$
480,153,000

 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Liabilities:
 
 
 
Mortgage loans payable, net(1)
$
17,085,000

 
$
11,567,000

Line of credit and term loan(1)
74,400,000

 
84,100,000

Accounts payable and accrued liabilities(1)
22,963,000

 
19,428,000

Accounts payable due to affiliates(1)
8,225,000

 
8,118,000

Identified intangible liabilities, net
1,572,000

 
1,737,000

Security deposits, prepaid rent and other liabilities(1)
1,754,000

 
977,000

Total liabilities
125,999,000

 
125,927,000

 
 
 
 
Commitments and contingencies (Note 9)

 

 
 
 
 
Redeemable noncontrolling interests (Note 10)
1,002,000

 
1,002,000

 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.01 par value per share; 200,000,000 shares authorized; none issued and outstanding

 

Class T common stock, $0.01 par value per share; 900,000,000 shares authorize d; 51,244,832   and 39,972,049 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
512,000

 
400,000

Class I common stock, $0.01 par value per share; 100,000,000 shares authorized; 3,198,597 and 2,235,111 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
32,000

 
22,000

Additional paid-in capital
486,789,000

 
376,284,000

Accumulated deficit
(40,918,000
)
 
(23,482,000
)
Total stockholders’ equity
446,415,000

 
353,224,000

Total liabilities, redeemable noncontrolling interests and stockholders’ equity
$
573,416,000

 
$
480,153,000

___________


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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)
As of June 30, 2018 and December 31, 2017
(Unaudited)


(1)
Such liabilities of Griffin-American Healthcare REIT IV, Inc. as of June 30, 2018 and December 31, 2017 represented liabilities of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries. Griffin-American Healthcare REIT IV Holdings, LP is a variable interest entity and a consolidated subsidiary of Griffin-American Healthcare REIT IV, Inc. The creditors of Griffin-American Healthcare REIT IV Holdings, LP or its consolidated subsidiaries do not have recourse against Griffin-American Healthcare REIT IV, Inc., except for the Corporate Line of Credit, as defined in Note 7, held by Griffin-American Healthcare REIT IV Holdings, LP in the amount of $74,400,000 and $84,100,000 as of June 30, 2018 and December 31, 2017 , respectively, which is guaranteed by Griffin-American Healthcare REIT IV, Inc.

The accompanying notes are an integral part of these condensed consolidated financial statements.


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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2018 and 2017
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Real estate revenue
$
10,584,000

 
$
6,198,000

 
$
20,017,000

 
$
10,250,000

Resident fees and services
8,426,000

 

 
16,835,000

 

Total revenues
19,010,000

 
6,198,000

 
36,852,000

 
10,250,000

Expenses:
 
 
 
 
 
 
 
Rental expenses
2,552,000

 
1,611,000

 
4,903,000

 
2,798,000

Property operating expenses
6,766,000

 

 
13,999,000

 

General and administrative
1,578,000

 
952,000

 
3,698,000

 
1,700,000

Acquisition related expenses
61,000

 
140,000

 
156,000

 
213,000

Depreciation and amortization
7,851,000

 
2,466,000

 
15,046,000

 
4,177,000

Total expenses
18,808,000


5,169,000

 
37,802,000

 
8,888,000

Other income (expense):
 
 
 
 
 
 
 
Interest expense (including amortization of deferred financing costs and debt discount/premium)
(1,160,000
)
 
(409,000
)
 
(2,244,000
)
 
(827,000
)
Interest income

 
1,000

 

 
1,000

Net (loss) income
(958,000
)
 
621,000

 
(3,194,000
)
 
536,000

Less: net loss attributable to redeemable noncontrolling interests
58,000

 

 
125,000

 

Net (loss) income attributable to controlling interest
$
(900,000
)
 
$
621,000

 
$
(3,069,000
)
 
$
536,000

Net (loss) income per Class T and Class I common share attributable to controlling interest — basic and diluted
$
(0.02
)
 
$
0.03

 
$
(0.06
)
 
$
0.03

Weighted average number of Class T and Class I common shares outstanding — basic and diluted
51,277,753

 
24,035,973

 
48,224,165

 
19,371,454

Distributions declared per Class T and Class I common share
$
0.15

 
$
0.15

 
$
0.30

 
$
0.30


The accompanying notes are an integral part of these condensed consolidated financial statements.

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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Six Months Ended June 30, 2018 and 2017
(Unaudited)

 
Class T and Class I Common Stock
 
 
 
 
 
 
 
 
Number
of Shares
 
Amount
 
Additional
Paid-In Capital
 
Accumulated
Deficit
 
Total
Stockholders’
Equity
 
BALANCE — December 31, 2017
42,207,160

 
$
422,000

 
$
376,284,000

 
$
(23,482,000
)
 
$
353,224,000

 
Issuance of common stock
11,530,618

 
115,000

 
114,855,000

 

 
114,970,000

 
Offering costs — common stock

 

 
(10,928,000
)
 

 
(10,928,000
)
 
Issuance of common stock under the DRIP
818,534

 
8,000

 
7,759,000

 

 
7,767,000

 
Issuance of vested and nonvested restricted common stock
7,500

 

 
15,000

 

 
15,000

 
Amortization of nonvested common stock compensation

 

 
60,000

 

 
60,000

 
Repurchase of common stock
(120,383
)
 
(1,000
)
 
(1,131,000
)
 

 
(1,132,000
)
 
Fair value adjustment to redeemable noncontrolling interests

 

 
(125,000
)
 

 
(125,000
)
 
Distributions declared

 

 

 
(14,367,000
)
 
(14,367,000
)
 
Net loss

 

 

 
(3,069,000
)
 
(3,069,000
)
(1)
BALANCE — June 30, 2018
54,443,429

 
$
544,000

 
$
486,789,000

 
$
(40,918,000
)
 
$
446,415,000

 

 
Class T and Class I Common Stock
 
 
 
 
 
 
 
 
Number
of Shares
 
Amount
 
Additional
Paid-In Capital
 
Accumulated
Deficit
 
Total
Stockholders’
Equity
 
BALANCE — December 31, 2016
11,377,439

 
$
114,000

 
$
99,492,000

 
$
(7,351,000
)
 
$
92,255,000

 
Issuance of common stock
16,978,248

 
169,000

 
168,724,000

 

 
168,893,000

 
Offering costs — common stock

 

 
(16,693,000
)
 

 
(16,693,000
)
 
Issuance of common stock under the DRIP
305,798

 
3,000

 
2,871,000

 

 
2,874,000

 
Issuance of vested and nonvested restricted common stock
7,500

 

 
15,000

 

 
15,000

 
Amortization of nonvested common stock compensation

 

 
24,000

 

 
24,000

 
Repurchase of common stock
(7,174
)
 

 
(69,000
)
 

 
(69,000
)
 
Distributions declared

 

 

 
(5,770,000
)
 
(5,770,000
)
 
Net income

 

 

 
536,000

 
536,000

 
BALANCE — June 30, 2017
28,661,811

 
$
286,000

 
$
254,364,000

 
$
(12,585,000
)
 
$
242,065,000

 
___________
(1)
Amount excludes $125,000 of net loss attributable to redeemable noncontrolling interests for the six months ended June 30, 2018. See Note 10, Redeemable Noncontrolling Interests , for a further discussion.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2018 and 2017
(Unaudited)

 
Six Months Ended June 30,
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net (loss) income
$
(3,194,000
)
 
$
536,000

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
15,046,000

 
4,177,000

Other amortization (including deferred financing costs, above/below-market leases, leasehold interests, above-market leasehold interests and debt discount/premium)
389,000

 
157,000

Deferred rent
(1,336,000
)
 
(556,000
)
Stock based compensation
75,000

 
39,000

Share discounts

 
3,000

Bad debt expense, net
146,000

 
69,000

Changes in operating assets and liabilities:
 
 
 
Accounts and other receivables
(2,743,000
)
 
(103,000
)
Other assets
(122,000
)
 
(326,000
)
Accounts payable and accrued liabilities
1,388,000

 
963,000

Accounts payable due to affiliates
55,000

 
123,000

Security deposits, prepaid rent and other liabilities
(11,000
)
 
(109,000
)
Net cash provided by operating activities
9,693,000

 
4,973,000

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Acquisitions of real estate investments
(65,505,000
)
 
(199,164,000
)
Capital expenditures
(3,729,000
)
 
(33,000
)
Real estate deposits
(8,565,000
)
 
179,000

Pre-acquisition expenses
(137,000
)
 

Net cash used in investing activities
(77,936,000
)

(199,018,000
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Payments on mortgage loans payable
(200,000
)
 
(125,000
)
Borrowings under the line of credit and term loan
116,500,000

 
172,100,000

Payments on the line of credit and term loan
(126,200,000
)
 
(134,900,000
)
Deferred financing costs
(129,000
)
 
(164,000
)
Proceeds from issuance of common stock
114,461,000

 
169,003,000

Repurchase of common stock
(1,132,000
)
 
(69,000
)
Payment of offering costs
(9,118,000
)
 
(8,697,000
)
Security deposits
(16,000
)
 

Distributions paid
(6,076,000
)
 
(2,077,000
)
Net cash provided by financing activities
88,090,000

 
195,071,000

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
19,847,000

 
1,026,000

CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
7,103,000

 
2,237,000

CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period
$
26,950,000

 
$
3,263,000

 
 
 
 
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
 
 
 
Beginning of period:
 
 
 
Cash and cash equivalents
$
7,087,000

 
$
2,237,000

Restricted cash
16,000

 

Cash, cash equivalents and restricted cash
$
7,103,000

 
$
2,237,000

 
 
 
 
 
 
 
 

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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
For the Six Months Ended June 30, 2018 and 2017
(Unaudited)

 
Six Months Ended June 30,
 
2018
 
2017
End of period:
 
 
 
Cash and cash equivalents
$
26,788,000

 
$
3,247,000

Restricted cash
162,000

 
16,000

Cash, cash equivalents and restricted cash
$
26,950,000

 
$
3,263,000

 
 
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 
 
 
Cash paid for:
 
 
 
Interest
$
1,796,000

 
$
672,000

Income taxes
$
6,000

 
$
7,000

SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES
 
 
 
Investing Activities:
 
 
 
Accrued capital expenditures
$
697,000

 
$
719,000

Accrued pre-acquisition expenses
$
402,000

 
$

Tenant improvement overage
$
435,000

 
$

The following represents the increase in certain assets and liabilities in connection with our acquisitions of real estate investments:
 
 
 
Other assets
$
83,000

 
$
122,000

Mortgage loans payable, net
$
5,808,000

 
$
8,000,000

Accounts payable and accrued liabilities
$
230,000

 
$
743,000

Security deposits and prepaid rent
$
371,000

 
$
519,000

Financing Activities:
 
 
 
Issuance of common stock under the DRIP
$
7,767,000

 
$
2,874,000

Distributions declared but not paid
$
2,641,000

 
$
1,351,000

Accrued Contingent Advisor Payment
$
7,790,000

 
$
7,774,000

Accrued stockholder servicing fee
$
14,351,000

 
$
9,603,000

Accrued deferred financing costs
$
10,000

 
$
11,000

Receivable from transfer agent
$
957,000

 
$
906,000


The accompanying notes are an integral part of these condensed consolidated financial statements.

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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the Three and Six Months Ended June 30, 2018 and 2017
The use of the words “we,” “us” or “our” refers to Griffin-American Healthcare REIT IV, Inc. and its subsidiaries, including Griffin-American Healthcare REIT IV Holdings, LP, except where the context otherwise requires.
1. Organization and Description of Business
Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, was incorporated on January 23, 2015 and therefore we consider that our date of inception. We were initially capitalized on February 6, 2015 . We invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). We may also originate and acquire secured loans and real estate-related investments on an infrequent and opportunistic basis. We generally seek investments that produce current income. We qualified to be taxed as a real estate investment trust, or REIT, under the Code for federal income tax purposes beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT.
On February 16, 2016, we commenced our initial public offering, or our offering, in which we were initially offering to the public up to $3,150,000,000 in shares of our Class T common stock, consisting of up to $3,000,000,000 in shares of our Class T common stock at a price of $10.00 per share in our primary offering and up to $150,000,000 in shares of our Class T common stock for $9.50 per share pursuant to our distribution reinvestment plan, as amended, or the DRIP. Effective June 17, 2016, we reallocated certain of the unsold shares of Class T common stock being offered and began offering shares of Class I common stock, such that we are currently offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in our primary offering, and up to an aggregate of $150,000,000 in shares of our Class T and Class I common stock pursuant to the DRIP, aggregating up to $3,150,000,000 or the maximum offering amount.
The shares of our Class T common stock in our primary offering were being offered at a price of $10.00 per share prior to April 11, 2018. The shares of our Class I common stock in our primary offering were being offered at a price of $9.30 per share prior to March 1, 2017 and $9.21 per share from March 1, 2017 to April 10, 2018. The shares of our Class T and Class I common stock issued pursuant to the DRIP were sold at a price of $9.50 per share prior to January 1, 2017 and $9.40 per share from January 1, 2017 to April 10, 2018. On April 6, 2018, our board of directors, at the recommendation of the audit committee of our board of directors, comprised solely of independent directors, unanimously approved and established an estimated per share net asset value, or NAV, of our common stock of $9.65 . As a result, on April 6, 2018, our board of directors unanimously approved revised offering prices for each class of shares of our common stock to be sold in the primary portion of our initial public offering based on the estimated per share NAV of our Class T and Class I common stock of $9.65 plus any applicable per share up-front selling commissions and dealer manager fees funded by us, effective April 11, 2018. Accordingly, the revised offering price for shares of our Class T common stock and Class I common stock sold pursuant to our primary offering on or after April 11, 2018 is $10.05 per share and $9.65 per share, respectively. Effective April 11, 2018, the shares of our Class T and Class I common stock issued pursuant to the DRIP are sold at a price of $9.65 per share, the most recent estimated per share NAV approved and established by our board of directors.
We will sell shares of our Class T and Class I common stock in our offering until the earlier of February 16, 2019 or the date on which the maximum offering amount has been sold. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and the DRIP, and among classes of stock. As of June 30, 2018 , we had received and accepted subscriptions in our offering for 52,749,116 aggregate shares of our Class T and Class I common stock, or approximately $525,121,000 , excluding shares of our common stock issued pursuant to the DRIP.
We conduct substantially all of our operations through Griffin-American Healthcare REIT IV Holdings, LP, or our operating partnership. We are externally advised by Griffin-American Healthcare REIT IV Advisor, LLC, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor. The Advisory Agreement was effective as of February 16, 2016 and had a  one -year term, subject to successive  one -year renewals upon the mutual consent of the parties. The Advisory Agreement was last renewed pursuant to the mutual consent of the parties on February 14, 2018 and expires on February 16, 2019. Our advisor uses its best efforts, subject to the oversight and review of our board of directors, to, among other things, research, identify, review and make investments in and dispositions of properties and securities on our behalf consistent with our investment policies and objectives. Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary. Our advisor is 75.0% owned and managed by American Healthcare Investors, LLC, or

9


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

American Healthcare Investors, and 25.0% owned by a wholly owned subsidiary of Griffin Capital Company, LLC, or Griffin Capital, or collectively, our co-sponsors. American Healthcare Investors is 47.1% owned by AHI Group Holdings, LLC, or AHI Group Holdings, 45.1% indirectly owned by Colony Capital, Inc. (NYSE: CLNY), or Colony Capital, and 7.8% owned by James F. Flaherty III, a former partner of Colony Capital. We are not affiliated with Griffin Capital, Griffin Capital Securities, LLC, or our dealer manager, Colony Capital or Mr. Flaherty; however, we are affiliated with Griffin-American Healthcare REIT IV Advisor, LLC, American Healthcare Investors and AHI Group Holdings.
We currently operate through four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities. As of June 30, 2018 , we had completed 22 property acquisitions whereby we owned 43 properties, comprising 45 buildings, or approximately 2,727,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $536,090,000 .
2. Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing our accompanying condensed consolidated financial statements.
Basis of Presentation
Our accompanying condensed consolidated financial statements include our accounts and those of our operating partnership and the wholly owned subsidiaries of our operating partnership, as well as any variable interest entities, or VIEs, in which we are the primary beneficiary. We evaluate our ability to control an entity, and whether the entity is a VIE and of which we are the primary beneficiary, by considering substantive terms of the arrangement and identifying which enterprise has the power to direct the activities of the entity that most significantly impacts the entity’s economic performance as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 810, Consolidation , or ASC Topic 810.
We operate and intend to continue to operate in an umbrella partnership REIT structure in which our operating partnership, or wholly owned subsidiaries of our operating partnership, will own substantially all of the interests in properties acquired on our behalf. We are the sole general pa rtner of our operating partnership, and as of June 30, 2018 and December 31, 2017 , we owned greater than a 99.99% general partnership interest therein. Our advisor is a limited partner, and as of June 30, 2018 and December 31, 2017 , owned less than a 0.01% noncontrolling limited partnership interest in our operating partnership.
Because we are the sole general partner of our operating partnership and have unilateral control over its management and major operating decisions (even if additional limited partners are admitted to our operating partnership), the accounts of our operating partnership are consolidated in our condensed consolidated financial statements. All intercompany accounts and transactions are eliminated in consolidation.
Interim Unaudited Financial Data
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the United States Securities and Exchange Commission, or SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results that may be expected for the full year; such full year results may be less favorable.
In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2017 Annual Report on Form 10-K, as filed with the SEC on March 8, 2018.

10


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Use of Estimates
The preparation of our accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of our condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions.
Revenue Recognition and Tenant and Resident Receivables
In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers , which has been codified to ASC Topic 606. ASC Topic 606 provides additional guidance to clarify the principles for recognizing revenue. The standard and subsequent amendments are intended to develop a common revenue standard to remove inconsistencies, improve comparability, provide more useful information to users through improved disclosure requirements and simplify the preparation of financial statements. We have evaluated all of our revenue streams to identify whether each revenue stream would be subject to the provisions of ASC Topic 606 and whether there are any differences in the timing, measurement or presentation of revenue recognition. Based on a review of our various revenue streams, certain components of resident fees and services, such as revenues that are ancillary to the contractual rights of residents within our senior housing facilities operated utilizing a RIDEA structure, are subject to ASC Topic 606. While these revenue streams are subject to the provisions of ASC Topic 606, we believe that the pattern and timing of recognition of income are consistent with the previous accounting model. Virtually all resident fees and services are earned over a period of time and the majority of these revenues are paid by private payor types with the residual being paid by Medicaid. We adopted ASC Topic 606 on January 1, 2018 using the modified retrospective adoption method and the adoption did not have a material impact on our consolidated financial statements. Included within resident fees and services for the three and six months ended June 30, 2018 was $234,000 and $420,000 , respectively, of ancillary service revenue.
Segment Disclosure
ASC Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Accordingly, when we acquired our first medical office building in June 2016; senior housing facility in December 2016; senior housing — RIDEA facility in November 2017; and skilled nursing facility in March 2018, we added a new reportable segment at each such time. As of June 30, 2018 , we have determined that we operate through four reportable business segments, with activities related to investing in medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.
See Note 15, Segment Reporting , for a further discussion.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases , or ASU 2016-02, which amends the guidance on accounting for leases, including extensive amendments to the disclosure requirements. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02 from a lessor perspective, the guidance will require bifurcation of lease revenues into lease components and non-lease components and to separately recognize and disclose non-lease components that are executory in nature. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components may be accounted for under the new revenue recognition guidance in ASC Topic 606. In addition, ASU 2016-02 provides a practical expedient that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement; (ii) the lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs. We plan to elect this practical expedient.
In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , or ASU 2018-10, and ASU 2018-11, Leases (Topic 842) Targeted Improvements , or ASU 2018-11, which updates the guidance on accounting for leases under ASU 2016-02. ASU 2018-10 was issued to increase stockholders’ awareness of narrow aspects of the guidance issued in the amendments and to expedite the improvements under ASU 2016-02. ASU 2018-11 provides (a) an alternative

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, in addition to the modified retrospective transition method prescribed by ASU 2016-02, which requires application of the new leases standard at the beginning of the earliest period presented in the financial statements for comparative purposes; and (b) a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met.
ASU 2016-02, ASU 2018-10 and ASU 2018-11 are effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance. As a result of the adoption of the new leases standard on January 1, 2019, we: (i) will recognize all of our operating leases for which we are the lessee, including facilities leases and ground leases, on our consolidated balance sheets; and (ii) may be required to increase our revenue and expense for the amount of real estate taxes and insurance paid by our tenants under triple-net leases; however, we are still evaluating the complete impact of the adoption of the new leases standard and its related expedients, in addition to the transition method, on January 1, 2019 to our consolidated financial statements and disclosures.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted after December 15, 2018. We do not expect the adoption of ASU 2016-13 on January 1, 2020 to have a material impact on our consolidated financial statements.
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income , or ASU 2018-02, which amends the reclassification requirements from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017, or the Tax Act. Under ASU 2018-02, an entity will be required to provide certain disclosures regarding stranded tax effects. ASU 2018-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. We do not expect the adoption of ASU 2018-02 on January 1, 2019 to have a material impact on our consolidated financial statements.
In March 2018, the FASB issued ASU 2018-05, Amendments to the SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , or ASU 2018-05, which updates the income tax accounting in GAAP to reflect the SEC’s interpretive guidance with regards to the Tax Act. See Note 14, Income Taxes , for a further discussion.
3. Real Estate Investments, Net
Our real estate investments, net consisted of the following as of June 30, 2018 and December 31, 2017 :
 
June 30,
2018
 
December 31,
2017
Building and improvements
$
430,086,000

 
$
371,890,000

Land
60,274,000

 
52,202,000

Furniture, fixtures and equipment
4,635,000

 
4,458,000

 
494,995,000

 
428,550,000

Less: accumulated depreciation
(15,945,000
)
 
(8,885,000
)
 
$
479,050,000

 
$
419,665,000

Depreciation expense for the three months ended June 30, 2018 and 2017 was  $3,781,000  and $1,665,000 , respectively. Depreciation expense for the six months ended June 30, 2018 and 2017 was  $7,197,000  and $2,805,000 , respectively. In addition to the property acquisitions discussed below, for the three and six months ended June 30, 2018 , we incurred capital expenditures of $258,000 and $1,216,000 , respectively, on our medical office buildings and $2,202,000 and $2,290,000 , respectively, on our senior housing — RIDEA facilities. We did not incur any capital expenditures on our senior housing facilities and skilled nursing facilities for the three and six months ended June 30, 2018.
We reimburse our advisor or its affiliates for acquisition expenses related to selecting, evaluating and acquiring assets. The reimbursement of acquisition expenses, acquisition fees, total development costs and real estate commissions and other fees paid to unaffiliated third parties will not exceed, in the aggregate, 6.0% of the contract purchase price of our property acquisitions, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors. These fees and expenses paid did not exceed 6.0% of the contract purchase price of our property

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

acquisitions, except with respect to our acquisitions of Athens MOB and Northern California Senior Housing Portfolio for the six months ended June 30, 2018, and Auburn MOB and Pottsville MOB for the six months ended June 30, 2017. Our directors, including a majority of our independent directors, not otherwise interested in the transactions, approved the reimbursement of fees and expenses to our advisor or its affiliates for such acquisitions that exceeded the 6.0%  limit and determined that such fees and expenses were commercially fair and reasonable to us.
Acquisitions in 2018
For the six months ended June 30, 2018 , using net proceeds from our offering and debt financing, we completed four property acquisitions comprising five buildings from unaffiliated third parties. The following is a summary of our property acquisitions for the six months ended June 30, 2018 :
Acquisition(1)
 
Location
 
Type
 
Date
Acquired
 
Contract
Purchase
Price
 
Mortgage
Loan
Payable(2)
 
Corporate
Line of
Credit(3)
 
Total
Acquisition
Fee(4)
Central Wisconsin Senior Care Portfolio
 
Sun Prairie and Waunakee, WI
 
Skilled Nursing
 
03/01/18
 
$
22,600,000

 
$

 
$
22,600,000

 
$
1,018,000

Sauk Prairie MOB
 
Prairie du Sac, WI
 
Medical Office
 
04/09/18
 
19,500,000

 

 
19,500,000

 
878,000

Surprise MOB
 
Surprise, AZ
 
Medical Office
 
04/27/18
 
11,650,000

 

 
8,000,000

 
524,000

Southfield MOB
 
Southfield, MI
 
Medical Office
 
05/11/18
 
16,200,000

 
6,071,000

 
10,000,000

 
728,000

Total
 
 
 
 
 
 
 
$
69,950,000

 
$
6,071,000

 
$
60,100,000

 
$
3,148,000

___________
(1)
We own 100% of our properties acquired for the six months ended June 30, 2018.
(2)
Represents the principal balance of the mortgage loan payable assumed by us at the time of acquisition.
(3)
Represents a borrowing under the Corporate Line of Credit, as defined in Note 7, Line of Credit and Term Loan , at the time of acquisition.
(4)
Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25% of the portion of the aggregate contract purchase price paid by us. In addition, the total acquisition fee includes a Contingent Advisor Payment, as defined in Note 12, Related Party Transactions , in the amount of 2.25% of the portion of the aggregate contract purchase price paid by us, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions. See Note 12, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion.

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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

We accounted for the four property acquisitions we completed for the six months ended June 30, 2018 as asset acquisitions in accordance with FASB ASU 2017-01, Clarifying the Definition of a Business , or ASU 2017-01. We incurred base acquisition fees and direct acquisition related expenses of $2,073,000 , which were capitalized in accordance with ASU 2017-01. In addition, we incurred Contingent Advisor Payments of $1,574,000 to our advisor for such property acquisitions. The following table summarizes the purchase price of the assets acquired and liabilities assumed at the time of acquisition from our four property acquisitions in 2018 based on their relative fair values:
 
 
2018
Acquisitions
Building and improvements
 
$
54,974,000

Land
 
8,068,000

In-place leases
 
8,750,000

Above-market leases
 
87,000

Total assets acquired
 
71,879,000

Mortgage loan payable (including debt discount of $263,000)
 
(5,808,000
)
Below-market leases
 
(42,000
)
Total liabilities assumed
 
(5,850,000
)
Net assets acquired
 
$
66,029,000

4. Identified Intangible Assets, Net
Identified intangible assets, net consisted of the following as of June 30, 2018 and December 31, 2017:
 
June 30,
2018
 
December 31,
2017
In-place leases, net of accumulated amortization of $12,973,000 and $5,832,000 as of June 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 8.2 years and 7.3 years as of June 30, 2018 and December 31, 2017, respectively)
$
38,685,000

 
$
37,766,000

Leasehold interests, net of accumulated amortization of $168,000 and $119,000 as of June 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 70.1 years and 70.6 years as of June 30, 2018 and December 31, 2017, respectively)
6,243,000

 
6,292,000

Above-market leases, net of accumulated amortization of $230,000 and $173,000 as of June 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 5.1 years and 5.6 years as of June 30, 2018 and December 31, 2017, respectively)
774,000

 
763,000

 
$
45,702,000

 
$
44,821,000

Amortization expense on identified intangible assets for the three months ended June 30, 2018 and 2017 was $4,124,000 and $859,000 , respectively, which included  $39,000 and $33,000 , respectively, of amortization recorded against real estate revenue for above-market leases and  $25,000 of amortization recorded to rental expenses for leasehold interests in our accompanying condensed consolidated statements of operations.
Amortization expense on identified intangible assets for the six months ended June 30, 2018 and 2017 was $7,957,000 and $1,487,000 , respectively, which included  $77,000 and $66,000 , respectively, of amortization recorded against real estate revenue for above-market leases and  $49,000 of amortization recorded to rental expenses for leasehold interests in our accompanying condensed consolidated statements of operations.

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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The aggregate weighted average remaining life of the identified intangible assets was 16.6 years and 16.2 years as of June 30, 2018 and December 31, 2017, respectively. As of June 30, 2018 , estimated amortization expense on the identified intangible assets for the six months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter was as follows:
Year
 
Amount
2018
 
$
6,577,000

2019
 
6,047,000

2020
 
4,985,000

2021
 
4,433,000

2022
 
3,583,000

Thereafter
 
20,077,000

 
 
$
45,702,000

5. Other Assets, Net
Other assets, net consisted of the following as of June 30, 2018 and December 31, 2017 :
 
June 30,
2018
 
December 31,
2017
Deferred rent receivables
$
3,248,000

 
$
1,912,000

Prepaid expenses and deposits
1,902,000

 
1,532,000

Deferred financing costs, net of accumulated amortization of $991,000 and $554,000 as of June 30, 2018 and December 31, 2017, respectively(1)
1,032,000

 
1,456,000

Lease commissions, net of accumulated amortization of $21,000 and $9,000 as of June 30, 2018 and December 31, 2017, respectively
546,000

 
326,000

 
$
6,728,000

 
$
5,226,000

___________
(1)
In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, or ASU 2015-15, deferred financing costs, net only include costs related to the Corporate Line of Credit, as defined in Note 7, Line of Credit and Term Loan .
Amortization expense on deferred financing costs of the Corporate Line of Credit for the three months ended June 30, 2018 and 2017 was $219,000 and $90,000 , respectively, and for the six months ended ended June 30, 2018 and 2017 was $437,000 and $177,000 , respectively. Amortization expense on deferred financing costs of the Corporate Line of Credit is recorded to interest expense in our accompanying condensed consolidated statements of operations. Amortization expense on lease commissions for the three months ended June 30, 2018 and 2017 was $10,000 and $0 , respectively, and for the six months ended June 30, 2018 and 2017 was $18,000 and $0 , respectively.
6. Mortgage Loans Payable, Net
As of June 30, 2018 and December 31, 2017 , mortgage loans payable were $17,505,000 ( $17,085,000 , including discount/premium and deferred financing costs, net) and $11,634,000 ( $11,567,000 , including premium and deferred financing costs, net), respectively. As of June 30, 2018 , we had three fixed-rate mortgage loans with interest rates ranging from 3.75% to 5.25% per annum, maturity dates ranging from April 1, 2020 to August 1, 2029 and a weighted average effective interest rate of 4.51% . As of December 31, 2017 , we had two fixed-rate mortgage loans with interest rates ranging from 4.77% to 5.25% per annum, maturity dates ranging from April 1, 2020 to August 1, 2029 and a weighted average effective interest rate of 4.92% .

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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The changes in the carrying amount of mortgage loans payable, net consisted of the following for the six months ended June 30, 2018 and 2017:
 
Six Months Ended June 30,
 
2018
 
2017
Beginning balance
$
11,567,000

 
$
3,965,000

Additions:
 
 
 
Assumptions of mortgage loans payable, net
5,808,000

 
8,000,000

Amortization of deferred financing costs(1)
33,000

 
8,000

Deductions:
 
 
 
Deferred financing costs(1)
(123,000
)
 
(151,000
)
Scheduled principal payments on mortgage loans payable
(200,000
)
 
(125,000
)
Amortization of discount/premium on mortgage loans payable

 
(6,000
)
Ending balance
$
17,085,000

 
$
11,691,000

___________
(1)
In accordance with ASU 2015-03 and ASU 2015-15, deferred financing costs only includes costs related to our mortgage loans payable.
As of June 30, 2018 , the principal payments due on our mortgage loans payable for the six months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter were as follows:
Year
 
Amount
2018
 
$
248,000

2019
 
519,000

2020
 
8,151,000

2021
 
434,000

2022
 
455,000

Thereafter
 
7,698,000

 
 
$
17,505,000

7. Line of Credit and Term Loan
On August 25, 2016, we, through our operating partnership, as borrower, and certain of our subsidiaries, or the subsidiary guarantors, and us, collectively as guarantors, entered into a credit agreement, or the Credit Agreement, with Bank of America, N.A., or Bank of America, as administrative agent, swing line lender and letters of credit issuer; and KeyBank, National Association, or KeyBank, as syndication agent and letters of credit issuer, to obtain a revolving line of credit with an aggregate maximum principal amount of $100,000,000 , or the Line of Credit, subject to certain terms and conditions.
On August 25, 2016, we also entered into separate revolving notes, or the Revolving Notes, with each of Bank of America and KeyBank, whereby we promised to pay the principal amount of each revolving loan and accrued interest to the respective lender or its registered assigns, in accordance with the terms and conditions of the Credit Agreement. The proceeds of loans made under the Line of Credit may be used for general working capital (including acquisitions), capital expenditures and other general corporate purposes not inconsistent with obligations under the Credit Agreement. We may obtain up to $20,000,000 in the form of standby letters of credit and up to $25,000,000 in the form of swing line loans. The Line of Credit matures on August 25, 2019, and may be extended for one 12 -month period during the term of the Credit Agreement subject to satisfaction of certain conditions, including payment of an extension fee.
On October 31, 2017, we entered into an amendment to the Credit Agreement, or the Amendment, with Bank of America, as administrative agent, and the subsidiary guarantors and lenders named therein. The material terms of the Amendment provide for: (i) a  $50,000,000  increase in the Line of Credit from an aggregate principal amount of $100,000,000 to $150,000,000 ; (ii) a term loan with an aggregate maximum principal amount of  $50,000,000 , or the Term Loan Credit Facility, that matures on August 25, 2019, and may be extended for one 12 -month period during the term of the Credit Agreement subject to satisfaction of certain conditions, including payment of an extension fee; (iii) our right, upon at least five

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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

business days’ prior written notice to Bank of America, to increase the Line of Credit or Term Loan Credit Facility provided that the aggregate principal amount of all such increases and additions shall not exceed $300,000,000 ; (iv) a revision to the definition of Threshold Amount, as defined in the Credit Agreement, to reflect an increase in such amount for any Recourse Indebtedness, as defined in the Credit Agreement, to $20,000,000 , and an increase in such amount for any Non-Recourse Indebtedness, as defined in the Credit Agreement, to $50,000,000 ; (v) the revision of certain Unencumbered Property Pool Criteria, as defined and set forth in the Credit Agreement; and (vi) an increase in the maximum Consolidated Secured Leverage Ratio, as defined in the Credit Agreement, to be equal to or less than 40.0% . As a result of the Amendment, our aggregate borrowing capacity under the Line of Credit and the Term Loan Credit Facility, or collectively, the Corporate Line of Credit, is $200,000,000 .
At our option, the Corporate Line of Credit bears interest at per annum rates equal to (a) (i) the Eurodollar Rate (as defined in the Credit Agreement, as amended) plus (ii) a margin ranging from 1.75% to 2.25% based on our Consolidated Leverage Ratio (as defined in the Credit Agreement, as amended), or (b) (i) the greater of: (1) the prime rate publicly announced by Bank of America, (2) the Federal Funds Rate (as defined in the Credit Agreement, as amended) plus 0.50% , (3) the one-month Eurodollar Rate plus 1.00% , and (4) 0.00% , plus (ii) a margin ranging from 0.55% to 1.05% based on our Consolidated Leverage Ratio. Accrued interest on the Corporate Line of Credit is payable monthly. The loans may be repaid in whole or in part without prepayment premium or penalty, subject to certain conditions.
We are required to pay a fee on the unused portion of the lenders’ commitments under the Credit Agreement, as amended, at a per annum rate equal to 0.20% if the average daily used amount is greater than 50.0% of the commitments and 0.25% if the average daily used amount is less than or equal to 50.0% of the commitments, which fee shall be measured and payable on a quarterly basis.
The Credit Agreement, as amended, contains various affirmative and negative covenants that are customary for credit facilities and transactions of this type, including limitations on the incurrence of debt by our operating partnership and its subsidiaries. The Credit Agreement, as amended, also imposes certain financial covenants based on the following criteria, which are specifically defined in the Credit Agreement, as amended: (a) Consolidated Leverage Ratio; (b) Consolidated Secured Leverage Ratio; (c) Consolidated Tangible Net Worth; (d) Consolidated Fixed Charge Coverage Ratio; (e) Unencumbered Indebtedness Yield; (f) Consolidated Unencumbered Leverage Ratio; (g) Consolidated Unencumbered Interest Coverage Ratio; (h) Secured Recourse Indebtedness; and (i) Consolidated Unsecured Indebtedness.
The Credit Agreement, as amended, permits us to add additional subsidiaries as guarantors. In the event of default, Bank of America has the right to terminate its obligations under the Credit Agreement, as amended, including the funding of future loans, and to accelerate the payment on any unpaid principal amount of all outstanding loans and interest thereon. Additionally, in connection with the Credit Agreement, as amended, we also entered into a Pledge Agreement on August 25, 2016, pursuant to which we pledged the capital stock of our subsidiaries which own the real property to be included in the Unencumbered Property Pool, as such term is defined in the Credit Agreement, as amended. The pledged collateral will be released upon achieving a consolidated total asset value of at least $750,000,000 .
As of June 30, 2018 and December 31, 2017, our aggregate borrowing capacity under the Corporate Line of Credit was $200,000,000 . As of June 30, 2018 and December 31, 2017, borrowings outstanding totaled $74,400,000 and $84,100,000 , respectively, and the weighted average interest rate on such borrowings outstanding was 3.82% and 3.45% per annum, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

8. Identified Intangible Liabilities, Net
Identified intangible liabilities, net consisted of the following as of June 30, 2018 and December 31, 2017:
 
June 30,
2018
 
December 31,
2017
Below-market leases, net of accumulated amortization of $509,000 and $345,000 as of June 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 6.1 years and 6.4 years as of June 30, 2018 and December 31, 2017, respectively)
$
1,187,000

 
$
1,349,000

Above-market leasehold interests, net of accumulated amortization of $10,000 and $6,000 as of June 30, 2018 and December 31, 2017, respectively (with a weighted average remaining life of 51.7 years and 52.2 years as of June 30, 2018 and December 31, 2017, respectively)
385,000

 
388,000

 
$
1,572,000

 
$
1,737,000

Amortization expense on identified intangible liabilities for the three months ended June 30, 2018 and 2017 was $122,000 and $69,000 , respectively, which included $120,000 and $68,000 , respectively, of amortization recorded to real estate revenue for below-market leases and $2,000 and $1,000 , respectively, of amortization recorded against rental expenses for above-market leasehold interests in our accompanying condensed consolidated statements of operations.
Amortization expense on identified intangible liabilities for the six months ended June 30, 2018 and 2017 was $207,000 and $137,000 , respectively, which included $203,000 and $135,000 , respectively, of amortization recorded to real estate revenue for below-market leases and $4,000 and $2,000 , respectively, of amortization recorded to rental expenses for above-market leasehold interests in our accompanying condensed consolidated statements of operations.
The aggregate weighted average remaining life of the identified intangible liabilities was 17.3 years and 16.7 years as of June 30, 2018 and December 31, 2017, respectively. As of June 30, 2018 , estimated amortization expense on identified intangible liabilities for the six months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter was as follows:
Year
 
Amount
2018
 
$
173,000

2019
 
318,000

2020
 
154,000

2021
 
129,000

2022
 
120,000

Thereafter
 
678,000

 
 
$
1,572,000

9. Commitments and Contingencies
Litigation
We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Environmental Matters
We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.

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GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Other
Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business, which include calls/puts to sell/acquire properties. In our view, these matters are not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.
10. Redeemable Noncontrolling Interests
On February 6, 2015, our advisor made an initial capital contribution of $2,000 to our operating partnership in exchange for Class T partnership units. Upon the effectiveness of the Advisory Agreement on February 16, 2016, Griffin-American Healthcare REIT IV Advisor, LLC became our advisor. As of June 30, 2018 and December 31, 2017, our advisor owned all of our 208 Class T partnership units outstanding. As of June 30, 2018 and December 31, 2017 , we owned greater than a 99.99% general partnership interest in our operating partnership, and our advisor owned less than a 0.01% limited partnership interest in our operating partnership. As our advisor, Griffin-American Healthcare REIT IV Advisor, LLC is entitled to redemption rights of its limited partnership units. The noncontrolling interest of our advisor in our operating partnership, which has redemption features outside of our control, is accounted for as a redeemable noncontrolling interest and is presented outside of permanent equity in our accompanying condensed consolidated balance sheets. See Note 12, Related Party Transactions — Liquidity Stage — Subordinated Participation Interest — Subordinated Distribution Upon Listing, and Note 12, Related Party Transactions — Subordinated Distribution Upon Termination, for a further discussion of the redemption features of the limited partnership units.
On November 1, 2017, we completed the acquisition of Central Florida Senior Housing Portfolio pursuant to a joint venture with an affiliate of Meridian Senior Living, LLC, or Meridian, an unaffiliated third party. Our ownership of the joint venture is approximately 98% . The noncontrolling interest held by Meridian has redemption features outside of our control and is accounted for as redeemable noncontrolling interest in our accompanying condensed consolidated balance sheets. In addition, Meridian will be entitled to an incentive fee, subject to the satisfaction of certain terms and conditions set forth in the joint venture agreement.
We record the carrying amount of redeemable noncontrolling interests at the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions; or (ii) the redemption value. The changes in the carrying amount of redeemable noncontrolling interests consisted of the following for the six months ended June 30, 2018 and 2017:
 
 
Six Months Ended June 30,
 
 
2018
 
2017
Beginning balance
 
$
1,002,000

 
$
2,000

Net loss attributable to redeemable noncontrolling interests
 
(125,000
)
 

Fair value adjustment to redemption value
 
125,000

 

Ending balance
 
$
1,002,000

 
$
2,000

11. Equity
Preferred Stock
Our charter authorizes us to issue 200,000,000 shares of our preferred stock, par value $0.01 per share. As of June 30, 2018 and December 31, 2017 , no shares of our preferred stock were issued and outstanding.
Common Stock
Our charter authorizes us to issue 1,000,000,000 shares of our common stock, par value $0.01 per share. We commenced our public offering of shares of our common stock on February 16, 2016, and as of such date we were initially offering to the public up to $3,150,000,000 in shares of our Class T common stock, consisting of up to $3,000,000,000 in shares of our Class T common stock in our primary offering and up to $150,000,000 in shares of our Class T common stock pursuant to the DRIP. Effective June 17, 2016, we reallocated certain of the unsold shares of our Class T common stock being offered and began offering shares of our Class I common stock, such that we are currently offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in our primary offering, and up to an aggregate of $150,000,000 in shares of our Class T and Class I common stock pursuant to the DRIP. Subsequent to the reallocation, of the 1,000,000,000 shares of common stock authorized, 900,000,000 shares are classified as Class T common stock and 100,000,000

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shares are classified as Class I common stock. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and the DRIP, and among classes of stock.
Each share of our common stock, regardless of class, will be entitled to one vote per share on matters presented to the common stockholders for approval; provided, however, that stockholders of one share class shall have exclusive voting rights on any amendment to our charter that would alter only the contract rights of that share class, and no stockholders of another share class shall be entitled to vote thereon.
On February 6, 2015, our advisor acquired shares of our Class T common stock for total cash consideration of $200,000 and was admitted as our initial stockholder. We used the proceeds from the sale of shares of our Class T common stock to our advisor to make an initial capital contribution to our operating partnership. As of June 30, 2018 and December 31, 2017, our advisor owned 20,833 shares of our Class T common stock.
Through June 30, 2018 , we had issued  52,749,116 aggregate shares of our Class T and Class I common stock in connection with the primary portion of our offering and 1,826,609  aggregate shares of our Class T and Class I common stock pursuant to the DRIP. We also granted an aggregate of 45,000 shares of our restricted Class T common stock to our independent directors and repurchased 198,129 shares of our common stock under our share repurchase plan through June 30, 2018 . As of June 30, 2018  and  December 31, 2017 , we had  54,443,429 and 42,207,160  aggregate shares of our Class T and Class I common stock, respectively, issued and outstanding.
As of June 30, 2018 , we had a receivable of $957,000 for offering proceeds, net of selling commissions and dealer manager fees, from our transfer agent, which was received in July 2018.
Distribution Reinvestment Plan
We have registered and reserved $150,000,000 in shares of our common stock for sale pursuant to the DRIP in our offering. The DRIP allows stockholders to purchase additional Class T shares and Class I shares of our common stock through the reinvestment of distributions during our offering. Pursuant to the DRIP, distributions with respect to Class T shares are reinvested in Class T shares and distributions with respect to Class I shares are reinvested in Class I shares.
For the three and six months ended June 30, 2018, $4,161,000 and $7,767,000 , respectively, in distributions were reinvested and 434,778 and 818,534 shares of our common stock, respectively, were issued pursuant to the DRIP. For the three and six months ended June 30, 2017, $1,811,000 and $2,874,000 , respectively, in distributions were reinvested and 192,651 and 305,798 shares of our common stock, respectively, were issued pursuant to the DRIP. As of  June 30, 2018  and December 31, 2017, a total of  $17,252,000 and  $9,485,000 , respectively, in distributions were reinvested that resulted in 1,826,609 and 1,008,075 shares of our common stock, respectively, being issued pursuant to the DRIP.
Share Repurchase Plan
In February 2016, our board of directors approved a share repurchase plan. The share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases will be made at the sole discretion of our board of directors. Subject to the availability of the funds for share repurchases, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0% of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided, however, that shares subject to a repurchase requested upon the death of a stockholder will not be subject to this cap. Funds for the repurchase of shares of our common stock will come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to the DRIP.
All repurchases of our shares of common stock are subject to a one -year holding period, except for repurchases made in connection with a stockholder’s death or “qualifying disability,” as defined in our share repurchase plan. Further, all share repurchases are repurchased following a one -year holding period at a price between 92.5% to 100% of each stockholder’s repurchase amount depending on the period of time their shares have been held. During our offering, the repurchase amount for shares repurchased under our share repurchase plan shall be equal to the lesser of (i) the amount per share that a stockholder paid for their shares of our common stock, or (ii) the per share offering price in our offering. If we are no longer engaged in an offering, the repurchase amount for shares repurchased under our share repurchase plan will be determined by our board of directors. However, if shares of our common stock are repurchased in connection with a stockholder’s death or qualifying disability, the repurchase price will be no less than 100% of the price paid to acquire the shares of our common stock from us. Furthermore, our share repurchase plan provides that if there are insufficient funds to honor all repurchase requests, pending requests will be honored among all requests for repurchase in any given repurchase period, as follows: first, pro rata as to

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repurchases sought upon a stockholder’s death; next, pro rata as to repurchases sought by stockholders with a qualifying disability; and, finally, pro rata as to other repurchase requests.
For the three and six months ended  June 30, 2018 , we received share repurchase requests and repurchased  79,195 and 120,383 shares of our common stock, respectively, for an aggregate of  $735,000 and $1,132,000 , respectively, at an average repurchase price of  $9.28 and $9.40 per share, respectively. For the three and six months ended June 30, 2017, we received share repurchase requests and repurchased 7,174 shares of our common stock for an aggregate of $69,000 at an average repurchase price of $9.66 per share.
As of  June 30, 2018 and December 31, 2017, we received share repurchase requests and repurchased  198,129 and 77,746  shares of our common stock, respectively, for an aggregate of  $1,867,000 and $735,000 , respectively, at an average repurchase price of  $9.42 and $9.45  per share, respectively. All shares were repurchased using proceeds we received from the sale of shares of our common stock pursuant to the DRIP.
2015 Incentive Plan
In February 2016, we adopted our incentive plan, pursuant to which our board of directors or a committee of our independent directors may make grants of options, shares of our restricted common stock, stock purchase rights, stock appreciation rights or other awards to our independent directors, employees and consultants. The maximum number of shares of our common stock that may be issued pursuant to our incentive plan is 4,000,000 shares. As of June 30, 2018 , we have granted 45,000 shares of our restricted Class T common stock at a weighted average grant date fair value of $10.01 per share, to our independent directors in connection with their election or re-election to our board of directors, or in consideration for their past services rendered. Such shares vested 20.0% immediately on the grant date and 20.0% will vest on each of the first four anniversaries of the grant date. For the three and six months ended June 30, 2018 , we recognized stock compensation expense of $45,000 and $75,000 , respectively, and for the three and six months ended June 30, 2017, we recognized stock compensation expense of $25,000 and $39,000 , respectively, which is included in general and administrative in our accompanying condensed consolidated statements of operations.
Offering Costs
Selling Commissions
Generally, we pay our dealer manager selling commissions of up to 3.0% of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to our primary offering. To the extent that selling commissions are less than 3.0% of the gross offering proceeds for any Class T shares sold, such reduction in selling commissions will be accompanied by a corresponding reduction in the applicable per share purchase price for purchases of such shares. No selling commissions are payable on Class I shares or shares of our common stock sold pursuant to the DRIP. Our dealer manager may re-allow all or a portion of these fees to participating broker-dealers. For the three and six months ended June 30, 2018, we incurred $1,679,000 and $3,141,000 , respectively, and for the three and six months ended June 30, 2017, we incurred $2,634,000 and $4,704,000 , respectively, in selling commissions to our dealer manager. Such commissions were charged to stockholders’ equity as such amounts were paid to our dealer manager from the gross proceeds of our offering.
Dealer Manager Fee
With respect to shares of our Class T common stock, our dealer manager generally receives a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to our primary offering, of which 1.0% of the gross offering proceeds is funded by us and up to an amount equal to 2.0% of the gross offering proceeds is funded by our advisor. With respect to shares of our Class I common stock, prior to March 1, 2017, our dealer manager generally received a dealer manager fee up to 3.0% of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to our primary offering, of which 1.0% of the gross offering proceeds was funded by us and an amount equal to 2.0% of the gross offering proceeds was funded by our advisor. Effective March 1, 2017, our dealer manager generally receives a dealer manager fee up to an amount equal to 1.5% of the gross offering proceeds from the sale of Class I shares pursuant to our primary offering, all of which is funded by our advisor. Our advisor intends to recoup the portion of the dealer manager fee it funds through the receipt of the Contingent Advisor Payment from us, as described below, through the payment of acquisition fees. Our dealer manager may enter into participating dealer agreements with participating dealers that provide for a reduction or waiver of dealer manager fees. To the extent that the dealer manager fee is less than 3.0% of the gross offering proceeds for any Class T shares sold and less than 1.5% of the gross offering proceeds for any Class I shares sold, such reduction will be applied first to the portion of the dealer manager fee funded by our advisor. To the extent that any reduction in dealer manager fee exceeds the portion of the dealer manager fee funded by our advisor, such excess reduction will be

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

accompanied by a corresponding reduction in the applicable per share purchase price for purchases of such shares. No dealer manager fee is payable on shares of our common stock sold pursuant to the DRIP. Our dealer manager may re-allow all or a portion of these fees to participating broker-dealers.
For the three and six months ended June 30, 2018, we incurred $568,000 and $1,061,000 , respectively, and for the three and six months ended June 30, 2017, we incurred $889,000 and $1,622,000 , respectively, in dealer manager fees to our dealer manager. Such fees were charged to stockholders’ equity as such amounts were paid to our dealer manager or its affiliates from the gross proceeds of our offering. See Note 12, Related Party Transactions — Offering Stage — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by our advisor.
Stockholder Servicing Fee
We pay our dealer manager a quarterly stockholder servicing fee with respect to our Class T shares sold as additional compensation to the dealer manager and participating broker-dealers. No stockholder servicing fee shall be paid with respect to Class I shares or shares of our common stock sold pursuant to the DRIP. The stockholder servicing fee accrues daily in an amount equal to 1/365th of 1.0% of the purchase price per share of our Class T shares sold in our primary offering and, in the aggregate will not exceed an amount equal to 4.0% of the gross proceeds from the sale of Class T shares in our primary offering. We will cease paying the stockholder servicing fee with respect to our Class T shares sold in our offering upon the occurrence of certain defined events. Our dealer manager may re-allow to participating broker-dealers all or a portion of the stockholder servicing fee for services that such participating broker-dealers perform in connection with the shares of our Class T common stock. By agreement with participating broker-dealers, such stockholder servicing fee may be reduced or limited.
For the three and six months ended June 30, 2018, we incurred $1,918,000 and $3,618,000 , respectively, and for the three and six months ended June 30, 2017, we incurred $3,384,000 and $6,138,000 , respectively, in stockholder servicing fees to our dealer manager. As of June 30, 2018 and December 31, 2017, we accrued $14,351,000 and $12,611,000 , respectively, in connection with the stockholder servicing fee payable, which is included in accounts payable and accrued liabilities with a corresponding offset to stockholders’ equity in our accompanying condensed consolidated balance sheets.
12. Related Party Transactions
Fees and Expenses Paid to Affiliates
All of our executive officers and one of our non-independent directors are also executive officers and employees and/or holders of a direct or indirect interest in our advisor, one of our co-sponsors or other affiliated entities. We are affiliated with our advisor, American Healthcare Investors and AHI Group Holdings; however, we are not affiliated with Griffin Capital, our dealer manager, Colony Capital or Mr. Flaherty. We entered into the Advisory Agreement, which entitles our advisor and its affiliates to specified compensation for certain services, as well as reimbursement of certain expenses. Our board of directors, including a majority of our independent directors, has reviewed the material transactions between our affiliates and us during the six months ended June 30, 2018 and 2017. Set forth below is a description of the transactions with affiliates. We believe that we have executed all of the transactions set forth below on terms that are fair and reasonable to us and on terms no less favorable to us than those available from unaffiliated third parties. For the three months ended June 30, 2018 and 2017, we incurred $4,154,000 and $5,688,000 , respectively, and for the six months ended June 30, 2018 and 2017, we incurred $7,129,000 and $9,777,000 , respectively, in fees and expenses to our affiliates as detailed below.
Offering Stage
Dealer Manager Fee
With respect to shares of our Class T common stock, our dealer manager generally receives a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class T shares of our common stock pursuant to our primary offering, of which 1.0% of the gross offering proceeds is funded by us and up to an amount equal to 2.0% of the gross offering proceeds is funded by our advisor. With respect to shares of our Class I common stock, prior to March 1, 2017, our dealer manager generally received a dealer manager fee up to 3.0% of the gross offering proceeds from the sale of Class I shares of our common stock pursuant to our primary offering, of which 1.0% of the gross offering proceeds was funded by us and an amount equal to 2.0% of the gross offering proceeds was funded by our advisor. Effective March 1, 2017, our dealer manager generally receives a dealer manager fee up to an amount equal to 1.5% of the gross offering proceeds from the sale of Class I shares pursuant to our primary offering, all of which is funded by our advisor. Our dealer manager may enter into participating dealer agreements with participating dealers that provide for a reduction or waiver of dealer manager fees. To the extent that the dealer manager fee is less than 3.0% of the gross offering proceeds for any Class T shares sold and less than 1.5% of the gross offering

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

proceeds for any Class I shares sold, such reduction will be applied first to the portion of the dealer manager fee funded by our advisor. To the extent that any reduction in dealer manager fee exceeds the portion of the dealer manager fee funded by our advisor, such excess reduction will be accompanied by a corresponding reduction in the applicable per share purchase price for purchases of such shares. No dealer manager fee is payable on shares of our common stock sold pursuant to the DRIP. Our advisor intends to recoup the portion of the dealer manager fee it funds through the receipt of the Contingent Advisor Payment from us, as described below, through the payment of acquisition fees.
For the three months ended June 30, 2018 and 2017, we incurred $1,189,000 and $1,841,000 , respectively, and for the six months ended June 30, 2018 and 2017, we incurred $2,200,000 and $3,337,000 , respectively, payable to our advisor as part of the Contingent Advisor Payment in connection with the dealer manager fee that our advisor had incurred. Such fee was charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying condensed consolidated balance sheets. See Note 11, Equity — Offering Costs — Dealer Manager Fee, for a further discussion of the dealer manager fee funded by us.
Other Organizational and Offering Expenses
Our other organizational and offering expenses in connection with our offering (other than selling commissions, the dealer manager fee and the stockholder servicing fee) are funded by our advisor. Our advisor intends to recoup such expenses it funds through the receipt of the Contingent Advisor Payment from us, as described below, through the payment of acquisition fees. We anticipate that our other organizational and offering expenses will not exceed 1.0% of the gross offering proceeds for shares of our common stock sold pursuant to our primary offering. No other organizational and offering expenses will be paid with respect to shares of our common stock sold pursuant to the DRIP.
For the three months ended June 30, 2018 and 2017, we incurred $581,000 and $336,000 , respectively, and for the six months ended June 30, 2018 and 2017, we incurred $908,000 and $892,000 , respectively, payable to our advisor as part of the Contingent Advisor Payment in connection with the other organizational and offering expenses that our advisor had incurred. Such expenses were charged to stockholders’ equity as incurred with a corresponding offset to accounts payable due to affiliates in our accompanying condensed consolidated balance sheets.
Acquisition and Development Stage
Acquisition Fee
We pay our advisor an acquisition fee of up to 4.50% of the contract purchase price, including any contingent or earn-out payments that may be paid, of each property we acquire or, with respect to any real estate-related investment we originate or acquire, up to 4.25% of the origination or acquisition price, including any contingent or earn-out payments that may be paid. The 4.50% or 4.25% acquisition fees consist of a 2.25% or 2.00% base acquisition fee, or the base acquisition fee, for real estate and real estate-related acquisitions, respectively, and an additional 2.25% contingent advisor payment, or the Contingent Advisor Payment. The Contingent Advisor Payment allows our advisor to recoup the portion of the dealer manager fee and other organizational and offering expenses funded by our advisor. Therefore, the amount of the Contingent Advisor Payment paid upon the closing of an acquisition shall not exceed the then outstanding amounts paid by our advisor for dealer manager fees and other organizational and offering expenses at the time of such closing. For these purposes, the amounts paid by our advisor and considered as “outstanding” are reduced by the amount of the Contingent Advisor Payment previously paid. Notwithstanding the foregoing, the initial $7,500,000 of amounts paid by our advisor to fund the dealer manager fee and other organizational and offering expenses, or the Contingent Advisor Payment Holdback, shall be retained by us until the later of the termination of our last public offering or the third anniversary of the commencement date of our initial public offering, at which time such amount shall be paid to our advisor or its affiliates. In connection with any subsequent public offering of shares of our common stock, the Contingent Advisor Payment Holdback may increase, based upon the maximum offering amount in such subsequent public offering and the amount sold in prior offerings. Our advisor or its affiliates will be entitled to receive these acquisition fees for properties and real estate-related investments acquired with funds raised in our offering, including acquisitions completed after the termination of the Advisory Agreement (including imputed leverage of 50.0% on funds raised in our offering), or funded with net proceeds from the sale of a property or real estate-related investment, subject to certain conditions. Our advisor may waive or defer all or a portion of the acquisition fee at any time and from time to time, in our advisor’s sole discretion.
The base acquisition fee in connection with the acquisition of properties accounted for as business combinations in accordance with ASC Topic 805, Business Combinations , or ASC Topic 805, is expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. The base acquisition fee in

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

connection with the acquisition of properties accounted for as asset acquisitions in accordance with ASU 2017-01 or the acquisition of real estate-related investments is capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. For the three months ended June 30, 2018 and 2017, we paid base acquisition fees of $1,065,000 and $2,899,000 , respectively, and for the six months ended June 30, 2018 and 2017, we paid base acquisition fees of $1,574,000 and $4,554,000 , respectively, to our advisor. As of June 30, 2018 and December 31, 2017, we recorded $7,790,000 and $7,744,000 , respectively, as part of the Contingent Advisor Payment, which is included in accounts payable due to affiliates with a corresponding offset to stockholders’ equity in our accompanying condensed consolidated balance sheets. As of June 30, 2018 , we have paid $8,156,000 in Contingent Advisor Payments to our advisor. For a further discussion of amounts paid in connection with the Contingent Advisor Payment, see “Dealer Manager Fee” and “Other Organizational and Offering Expenses,” above. In addition, see Note 3, Real Estate Investments, Net , for a further discussion.
Development Fee
In the event our advisor or its affiliates provide development-related services, we pay our advisor or its affiliates a development fee in an amount that is usual and customary for comparable services rendered for similar projects in the geographic market where the services are provided; however, we will not pay a development fee to our advisor or its affiliates if our advisor or its affiliates elect to receive an acquisition fee based on the cost of such development.
For the three and six months ended June 30, 2018 and 2017 , we did not incur any development fees to our advisor or its affiliates.
Reimbursement of Acquisition Expenses
We reimburse our advisor or its affiliates for acquisition expenses related to selecting, evaluating and acquiring assets, which are reimbursed regardless of whether an asset is acquired. The reimbursement of acquisition expenses, acquisition fees, total development costs and real estate commissions paid to unaffiliated third parties will not exceed, in the aggregate, 6.0% of the contract purchase price of the property or real estate-related investments, unless fees in excess of such limits are approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction. These fees and expenses paid did not exceed 6.0% of the contract purchase price of our property acquisitions, except with respect to our acquisitions of Athens MOB and Northern California Senior Housing Portfolio for the six months ended June 30, 2018, and Auburn MOB and Pottsville MOB for the six months ended June 30, 2017, which excess fees were approved by our directors as set forth above. For a further discussion, see Note 3, Real Estate Investments, Net .
Reimbursements of acquisition expenses in connection with the acquisition of properties accounted for as business combinations in accordance with ASC Topic 805 are expensed as incurred and included in acquisition related expenses in our accompanying condensed consolidated statements of operations. Reimbursements of acquisition expenses in connection with the acquisition of properties accounted for as asset acquisitions in accordance with ASU 2017-01 or the acquisition of real estate-related investments are capitalized as part of the associated investment in our accompanying condensed consolidated balance sheets. For both the three months ended June 30, 2018 and 2017, we incurred $1,000 , and for the six months ended June 30, 2018 and 2017, we incurred $1,000 and $2,000 , respectively, in acquisition expenses to our advisor or its affiliates.
Operational Stage
Asset Management Fee
We pay our advisor or its affiliates a monthly fee for services rendered in connection with the management of our assets equal to one-twelfth of 0.80% of average invested assets. For such purposes, average invested assets means the average of the aggregate book value of our assets invested in real estate properties and real estate-related investments, before deducting depreciation, amortization, bad debt and other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation.
For the three months ended June 30, 2018 and 2017, we incurred  $1,070,000 and $504,000 , respectively, and for the six months ended June 30, 2018 and 2017, we incurred $2,028,000 and $805,000 , respectively, in asset management fees to our advisor, which are included in general and administrative in our accompanying condensed consolidated statements of operations.
Property Management Fee
American Healthcare Investors or its designated personnel may provide property management services with respect to our properties or may sub-contract these duties to any third party and provide oversight of such third-party property manager.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

We pay American Healthcare Investors a monthly management fee equal to a percentage of the gross monthly cash receipts of such property as follows: (i) a property management oversight fee of 1.0% of the gross monthly cash receipts of any stand-alone, single-tenant, net leased property, except for such properties operated utilizing a RIDEA structure, for which we pay a property management oversight fee of 1.5% of the gross monthly cash receipts with respect to such property; (ii) a property management oversight fee of 1.5% of the gross monthly cash receipts of any property that is not a stand-alone, single-tenant, net leased property and for which American Healthcare Investors or its designated personnel provide oversight of a third party that performs the duties of a property manager with respect to such property; or (iii) a fair and reasonable property management fee that is approved by a majority of our directors, including a majority of our independent directors, that is not less favorable to us than terms available from unaffiliated third parties for any property that is not a stand-alone, single-tenant, net leased property and for which American Healthcare Investors or its designated personnel directly serve as the property manager without sub-contracting such duties to a third party.
Property management fees are included in property operating and rental expenses in our accompanying condensed consolidated statements of operations. For the three months ended June 30, 2018 and 2017, we incurred property management fees of $161,000 and $87,000 , respectively, and for the six months ended June 30, 2018 and 2017, we incurred property management fees of $306,000 and $146,000 , respectively, to American Healthcare Investors.
Lease Fees
We may pay our advisor or its affiliates a separate fee for any leasing activities in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Such fee is generally expected to range from 3.0% to 6.0% of the gross revenues generated during the initial term of the lease.
Lease fees are capitalized as lease commissions, which are included in other assets, net in our accompanying condensed consolidated balance sheets, and amortized over the term of the lease. For the three and six months ended June 30, 2018 , we incurred lease fees of $76,000 and $77,000 , respectively. For the three and six months ended June 30, 2017, we did no t incur any lease fees to our advisor or its affiliates.
Construction Management Fee
In the event that our advisor or its affiliates assist with planning and coordinating the construction of any capital or tenant improvements, we pay our advisor or its affiliates a construction management fee of up to 5.0% of the cost of such improvements. Construction management fees are capitalized as part of the associated asset and included in real estate investments, net in our accompanying condensed consolidated balance sheets or are expensed and included in our accompanying condensed consolidated statements of operations, as applicable. For the three and six months ended June 30, 2018, we incurred construction management fees of $2,000 . For the three and six months ended June 30, 2017, we did not incur any construction management fees to our advisor or its affiliates.
Operating Expenses
We reimburse our advisor or its affiliates for operating expenses incurred in rendering services to us, subject to certain limitations. However, we cannot reimburse our advisor or its affiliates at the end of any fiscal quarter for total operating expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of: (i) 2.0% of our average invested assets, as defined in the Advisory Agreement; or (ii) 25.0% of our net income, as defined in the Advisory Agreement, unless our independent directors determined that such excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient.
Our operating expenses as a percentage of average invested assets and as a percentage of net income were 1.3% and 26.9% , respectively, for the 12 months ended June 30, 2018; however, our operating expenses did not exceed the aforementioned limitation as 2.0% of our average invested assets was greater than 25.0% of our net income.
For the three months ended June 30, 2018 and 2017, our advisor incurred operating expenses on our behalf of $9,000 and $20,000 , respectively, and for the six months ended June 30, 2018 and 2017, our advisor incurred operating expenses on our behalf of $33,000 and $41,000 , respectively. Operating expenses are generally included in general and administrative in our accompanying condensed consolidated statements of operations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Compensation for Additional Services
We pay our advisor and its affiliates for services performed for us other than those required to be rendered by our advisor or its affiliates under the Advisory Agreement. The rate of compensation for these services has to be approved by a majority of our board of directors, including a majority of our independent directors, and cannot exceed an amount that would be paid to unaffiliated third parties for similar services. For the three and six months ended June 30, 2018 and 2017 , our advisor and its affiliates were not compensated for any additional services.
Liquidity Stage
Disposition Fees
For services relating to the sale of one or more properties, we pay our advisor or its affiliates a disposition fee up to the lesser of 2.0% of the contract sales price or 50.0% of a customary competitive real estate commission given the circumstances surrounding the sale, in each case as determined by our board of directors, including a majority of our independent directors, upon the provision of a substantial amount of the services in the sales effort. The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated third parties, will not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. For the three and six months ended June 30, 2018 and 2017 , we did not incur any disposition fees to our advisor or its affiliates.
Subordinated Participation Interest
Subordinated Distribution of Net Sales Proceeds
In the event of liquidation, we will pay our advisor a subordinated distribution of net sales proceeds. The distribution will be equal to 15.0% of the remaining net proceeds from the sales of properties, after distributions to our stockholders, in the aggregate, of: (i) a full return of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan); plus (ii) an annual 6.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock, as adjusted for distributions of net sales proceeds. Actual amounts to be received depend on the sale prices of properties upon liquidation. For the three and six months ended June 30, 2018 and 2017 , we did not pay any such distributions to our advisor.
Subordinated Distribution Upon Listing
Upon the listing of shares of our common stock on a national securities exchange, in redemption of our advisor’s limited partnership units, we will pay our advisor a distribution equal to 15.0% of the amount by which: (i) the market value of our outstanding common stock at listing plus distributions paid prior to listing exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) and the amount of cash equal to an annual 6.0% cumulative, non-compounded return on the gross proceeds from the sale of shares of our common stock through the date of listing. Actual amounts to be received depend upon the market value of our outstanding stock at the time of listing, among other factors. For the three and six months ended June 30, 2018 and 2017 , we did not pay any such distributions to our advisor.
Subordinated Distribution Upon Termination
Pursuant to the Agreement of Limited Partnership, as amended, of our operating partnership upon termination or non-renewal of the Advisory Agreement, our advisor will also be entitled to a subordinated distribution in redemption of its limited partnership units from our operating partnership equal to 15.0% of the amount, if any, by which: (i) the appraised value of our assets on the termination date, less any indebtedness secured by such assets, plus total distributions paid through the termination date, exceeds (ii) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares of our common stock pursuant to our share repurchase plan) an d the total amount of cash equal to an annual 6.0% cumula tive, non-compounded return on the gross proceeds from the sale of shares of our common stock through the termination date. In addition, our advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing or other liquidity event, including a liquidation, sale of substantially all of our assets or merger in which our stockholders receive in exchange for their shares of our common stock, shares of a company that are traded on a national securities exchange.
As of June 30, 2018 and December 31, 2017, we did not have any liability related to the subordinated distribution upon termination.

26


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Stock Purchase Plans
On December 30, 2016, our Chief Executive Officer and Chairman of the Board of Directors, Jeffrey T. Hanson, our President and Chief Operating Officer, Danny Prosky, and our Executive Vice President and General Counsel, Mathieu B. Streiff, each executed stock purchase plans, or the 2017 Stock Purchase Plans, whereby they each irrevocably agreed to invest 100% of their net after-tax base salary and cash bonus compensation earned as employees of American Healthcare Investors directly into our company by purchasing shares of our Class I common stock. In addition, on December 30, 2016, three Executive Vice Presidents of American Healthcare Investors, including our Executive Vice President of Acquisitions, Stefan K.L. Oh, as well as our Vice Presidents of Asset Management, Wendie Newman and Christopher M. Belford, each executed similar 2017 Stock Purchase Plans whereby they each irrevocably agreed to invest a portion of their net after-tax base salary or a portion of their net after-tax base salary and cash bonus compensation, ranging from 5.0% to 15.0% , earned as employees of American Healthcare Investors directly into our company by purchasing shares of our Class I common stock. The 2017 Stock Purchase Plans terminated on December 31, 2017.
Purchases of shares of our Class I common stock pursuant to the 2017 Stock Purchase Plans commenced beginning with the officers’ regularly scheduled payroll payment on January 23, 2017. The shares of Class I common stock were purchased pursuant to the 2017 Stock Purchase Plans at a price of $9.21 per share, reflecting the purchase price of shares of Class I common stock offered to the public reduced by the dealer manager fees funded by us, as applicable. No selling commissions, dealer manager fees (including the portion of such dealer manager fees funded by our advisor) or stockholder servicing fees were paid with respect to such sales of our Class I common stock.
On December 31, 2017, Messrs. Hanson, Prosky, and Streiff each executed stock purchase plans for the purchase of shares of our Class I common stock, or the 2018 Stock Purchase Plans, on terms similar to their 2017 Stock Purchase Plans. In addition, on December 31, 2017, four Executive Vice Presidents of American Healthcare Investors, including Messrs. Oh and Belford, Ms. Newman and our Chief Financial Officer, Brian S. Peay, each executed similar 2018 Stock Purchase Plans whereby they each irrevocably agreed to invest a portion of their net after-tax base salary or a portion of their net after-tax base salary and cash bonus compensation, ranging from  5.0%  to  15.0% , earned on or after January 1, 2018 as employees of American Healthcare Investors directly into shares of our Class I common stock. The 2018 Stock Purchase Plans terminate on December 31, 2018 or earlier upon the occurrence of certain events, such as any earlier termination of our public offering of securities, unless otherwise renewed or extended.
Purchases of shares of our Class I common stock pursuant to the 2018 Stock Purchase Plans commenced beginning with the first regularly scheduled payroll payment on January 22, 2018. The shares of Class I common stock were or will be purchased pursuant to the 2018 Stock Purchase Plans at a per share purchase price equal to the per share purchase price of our Class I common stock offered to the public, which was $9.21 per share prior to April 11, 2018 and is currently $9.65 per share effective April 11, 2018. No selling commissions, dealer manager fees (including the portion of such dealer manager fees funded by our advisor) or stockholder servicing fees will be paid with respect to such sales of our Class I common stock.

27


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

For the three and six months ended June 30, 2018 and 2017, our officers invested the following amounts and we issued the following shares of our Class T and Class I common stock pursuant to the applicable stock purchase plan:
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
 
 
2018
 
2017
 
2018
 
2017
Officer’s Name
 
Title
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
Jeffrey T. Hanson
 
Chief Executive Officer and Chairman of the Board of Directors
 
$
70,000

 
7,321

 
$
66,000

 
7,179

 
$
188,000

 
20,106

 
$
123,000

 
13,357

Danny Prosky
 
President and Chief Operating Officer
 
74,000

 
7,820

 
67,000

 
7,323

 
197,000

 
21,125

 
127,000

 
13,746

Mathieu B. Streiff
 
Executive Vice President and General Counsel
 
65,000

 
6,828

 
67,000

 
7,336

 
188,000

 
20,145

 
127,000

 
13,772

Brian S. Peay
 
Chief Financial Officer
 
6,000

 
582

 

 

 
19,000

 
1,987

 

 

Stefan K.L. Oh
 
Executive Vice President of Acquisitions
 
9,000

 
893

 
8,000

 
859

 
17,000

 
1,762

 
16,000

 
1,701

Christopher M. Belford
 
Vice President of Asset Management
 
6,000

 
662

 
6,000

 
653

 
42,000

 
4,552

 
53,000

 
5,708

Wendie Newman
 
Vice President of Asset Management
 
2,000

 
236

 
2,000

 
221

 
4,000

 
469

 
4,000

 
386

 
 
 
 
$
232,000

 
24,342

 
$
216,000

 
23,571

 
$
655,000

 
70,146

 
$
450,000

 
48,670

Accounts Payable Due to Affiliates
The following amounts were outstanding to our affiliates as of June 30, 2018 and December 31, 2017:
Fee
 
June 30,
2018
 
December 31,
2017
Contingent Advisor Payment
 
$
7,790,000

 
$
7,744,000

Asset management fees
 
366,000

 
316,000

Property management fees
 
53,000

 
43,000

Lease commissions
 
11,000

 
8,000

Operating expenses
 
3,000

 
6,000

Construction management fees
 
2,000

 
1,000

 
 
$
8,225,000

 
$
8,118,000

13. Fair Value Measurements
ASC Topic 825, Financial Instruments, requires disclosure of the fair value of financial instruments, whether or not recognized on the face of the balance sheet. Fair value is defined under ASC Topic 820, Fair Value Measurements and Disclosures .
Our accompanying condensed consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts and other receivables, restricted cash, real estate deposits, accounts payable and accrued liabilities, accounts payable due to affiliates, mortgage loans payable and borrowings under the Corporate Line of Credit.
We consider the carrying values of cash and cash equivalents, accounts and other receivables, restricted cash, real estate deposits and accounts payable and accrued liabilities to approximate the fair values for these financial instruments based upon an evaluation of the underlying characteristics, market data and because of the short period of time between origination of the instruments and their expected realization. The fair value of cash and cash equivalents is classified in Level 1 of the fair value hierarchy. The fair value of accounts payable due to affiliates is not determinable due to the related party nature of the accounts payable. The fair value of the other financial instruments is classified in Level 2 of the fair value hierarchy.

28


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

The fair value of our mortgage loans payable and the Corporate Line of Credit is estimated using a discounted cash flow analysis using borrowing rates available to us for debt instruments with similar terms and maturities. We have determined that the valuations of our mortgage loans payable and line of credit and term loans are classified in Level 2 within the fair value hierarchy. The carrying amounts and estimated fair values of such financial instruments as of June 30, 2018 and December 31, 2017 were as follows:
 
June 30, 2018
 
December 31, 2017
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Financial Liabilities:
 
 
 
 
 
 
 
Mortgage loans payable
$
17,085,000

 
$
17,070,000

 
$
11,567,000

 
$
11,819,000

Line of credit and term loan
$
73,368,000

 
$
74,388,000

 
$
82,644,000

 
$
84,088,000

14. Income Taxes
As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. We have elected to treat certain of our consolidated subsidiaries as wholly-owned taxable REIT subsidiaries, or TRSs, pursuant to the Code. TRSs may participate in services that would otherwise be considered impermissible for REITs and are subject to federal and state income tax at regular corporate tax rates. We did not incur income taxes for the three and six months ended June 30, 2018 and 2017.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation pursuant to the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate to 21.0%, eliminating the corporate alternative minimum tax, or AMT, and changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.
We adopted ASU 2018-05 which allows us to record provisional amounts during the period of enactment. Any change to the provisional amounts will be recorded as an adjustment to the provision for income taxes in the period the amounts are determined. The measurement period ends when we have obtained, prepared and analyzed the information necessary to finalize the provision, but cannot extend beyond one year of the enactment date. 
We did no t incur income taxes for the three and six months ended June 30, 2017. The components of income tax expense (benefit) for the three and six months ended June 30, 2018 were as follows:
 
Three Months Ended
June 30, 2018
 
Six Months Ended
June 30, 2018
Federal deferred
$
(642,000
)
 
$
(1,382,000
)
State deferred
(133,000
)
 
(286,000
)
Valuation allowances
775,000

 
1,668,000

Total income tax expense (benefit)
$

 
$

Current Income Tax
Federal and state income taxes are generally a function of the level of income recognized by our TRSs.
Deferred Taxes
Deferred income tax is generally a function of the period’s temporary differences (primarily basis differences between tax and financial reporting for real estate assets and equity investments) and generation of tax net operating losses that may be realized in future periods depending on sufficient taxable income.
We apply the rules under ASC 740-10, Accounting for Uncertainty in Income Taxes, for uncertain tax positions using a “more likely than not” recognition threshold for tax positions. Pursuant to these rules, we will initially recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority. As of June 30, 2018 and December 31, 2017, we did not have any tax benefits or liabilities for uncertain tax positions that we believe should be recognized in our accompanying condensed consolidated financial statements.

29


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A valuation allowance is established if we believe it is more likely than not that all or a portion of the deferred tax assets are not realizable. As of June 30, 2018 , our valuation allowance fully reserves the net deferred tax asset due to inherent uncertainty of future income. We will continue to monitor industry and economic conditions, and our ability to generate taxable income based on our business plan and available tax planning strategies, which would allow us to utilize the tax benefits of the net deferred tax assets and thereby allow us to reverse all, or a portion of, our valuation allowance in the future.
15. Segment Reporting
ASC Topic 280 establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Accordingly, when we acquired our first medical office building in June 2016; senior housing facility in December 2016; senior housing — RIDEA facility in November 2017; and skilled nursing facility in March 2018, we established a new reportable segment at each such time. As of June 30, 2018 , we evaluated our business and made resource allocations based on four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.
Our medical office buildings are typically leased to multiple tenants under separate leases in each building, thus requiring active management and responsibility for many of the associated operating expenses (although many of these are, or can effectively be, passed through to the tenants). Our senior housing facilities and skilled nursing facilities are primarily single-tenant properties for which we lease the facilities to unaffiliated tenants under triple-net and generally master leases that transfer the obligation for all facility operating costs (including maintenance, repairs, taxes, insurance and capital expenditures) to the tenant. Our senior housing — RIDEA properties include senior housing facilities that are owned and operated utilizing a RIDEA structure.
We evaluate performance based upon segment net operating income. We define segment net operating income as total revenues, less rental expenses, which excludes depreciation and amortization, general and administrative expenses, acquisition related expenses and interest expense for each segment. We believe that net income (loss), as defined by GAAP, is the most appropriate earnings measurement. However, we believe that segment net operating income serves as an appropriate supplemental performance measure to net income (loss) because it allows investors and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis.
Interest expense, depreciation and amortization and other expenses not attributable to individual properties are not allocated to individual segments for purposes of assessing segment performance.
Non-segment assets primarily consist of corporate assets including cash and cash equivalents, other receivables, real estate deposits and other assets not attributable to individual properties.

30


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Summary information for the reportable segments during the three and six months ended June 30, 2018 and 2017 was as follows:


Medical
Office
Buildings

Senior
Housing —
RIDEA
 
Senior
Housing
 
Skilled
Nursing
Facilities

Three Months
Ended
June 30, 2018
Revenues:



 
 

 
 


Real estate revenue

$
7,775,000


$

 
$
2,210,000

 
$
599,000


$
10,584,000

Resident fees and services
 

 
8,426,000

 

 

 
8,426,000

Total revenues
 
7,775,000

 
8,426,000

 
2,210,000

 
599,000

 
19,010,000

Expenses:



 
 

 
 


Rental expenses

2,142,000



 
310,000

 
100,000


2,552,000

Property operating expenses
 

 
6,766,000

 

 

 
6,766,000

Segment net operating income

$
5,633,000


$
1,660,000

 
$
1,900,000

 
$
499,000


$
9,692,000

Expenses:



 
 

 
 


General and administrative



 
 

 
 

$
1,578,000

Acquisition related expenses



 
 

 
 

61,000

Depreciation and amortization



 
 

 
 

7,851,000

Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense (including amortization of deferred financing costs and debt discount/premium)



 
 

 
 

(1,160,000
)
Net loss



 
 

 
 

$
(958,000
)


Medical
Office
Buildings

Senior
Housing

Three Months
Ended
June 30, 2017
Revenue:






Real estate revenue

$
5,455,000


$
743,000


$
6,198,000

Expenses:






Rental expenses

1,534,000


77,000


1,611,000

Segment net operating income

$
3,921,000


$
666,000


$
4,587,000

Expenses:
 
 
 
 
 
 
General and administrative





$
952,000

Acquisition related expenses





140,000

Depreciation and amortization
 
 
 
 
 
2,466,000

Other income (expense):
 
 
 
 
 
 
Interest expense (including amortization of deferred financing costs and debt premium)
 
 
 
 
 
(409,000
)
Interest income
 
 
 
 
 
1,000

Net income





$
621,000


31


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

 
 
Medical
Office
Buildings
 
Senior
Housing —
RIDEA
 
Senior
Housing
 
Skilled
Nursing
Facilities
 
Six Months
Ended
June 30, 2018
Revenues:
 
 
 
 
 
 
 
 
 
 
Real estate revenue
 
$
14,719,000

 
$

 
$
4,498,000

 
$
800,000

 
$
20,017,000

Resident fees and services
 

 
16,835,000

 

 

 
16,835,000

Total revenues
 
14,719,000

 
16,835,000

 
4,498,000

 
800,000

 
36,852,000

Expenses:
 
 
 
 
 
 
 
 
 
 
Rental expenses
 
4,089,000

 

 
681,000

 
133,000

 
4,903,000

Property operating expenses
 

 
13,999,000

 

 

 
13,999,000

Segment net operating income
 
$
10,630,000

 
$
2,836,000

 
$
3,817,000

 
$
667,000

 
$
17,950,000

Expenses:
 
 
 
 
 
 
 
 
 
 
General and administrative
 
 
 
 
 
 
 
 
 
$
3,698,000

Acquisition related expenses
 
 
 
 
 
 
 
 
 
156,000

Depreciation and amortization
 
 
 
 
 
 
 
 
 
15,046,000

Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense (including amortization of deferred financing costs and debt discount/premium)
 
 
 
 
 
 
 
 
 
(2,244,000
)
Net loss
 
 
 
 
 
 
 
 
 
$
(3,194,000
)
 
 
Medical
Office
Buildings
 
Senior
Housing
 
Six Months
Ended
June 30, 2017
Revenue:
 
 
 
 
 
 
Real estate revenue
 
$
9,126,000

 
$
1,124,000

 
$
10,250,000

Expenses:
 
 
 
 
 
 
Rental expenses
 
2,686,000

 
112,000

 
2,798,000

Segment net operating income
 
$
6,440,000

 
$
1,012,000

 
$
7,452,000

Expenses:
 
 
 
 
 
 
General and administrative
 
 
 
 
 
$
1,700,000

Acquisition related expenses
 
 
 
 
 
213,000

Depreciation and amortization
 
 
 
 
 
4,177,000

Other income (expense):
 
 
 
 
 
 
Interest expense (including amortization of deferred financing costs and debt premium)
 
 
 
 
 
(827,000
)
Interest income
 
 
 
 
 
1,000

Net income
 
 
 
 
 
$
536,000

Assets by reportable segment as of June 30, 2018 and December 31, 2017 were as follows:
 
June 30,
2018
 
December 31,
2017
Medical office buildings
$
305,802,000

 
$
262,260,000

Senior housing — RIDEA
112,826,000

 
115,402,000

Senior housing
97,694,000

 
98,519,000

Skilled nursing facilities
23,146,000

 

Other
33,948,000

 
3,972,000

Total assets
$
573,416,000

 
$
480,153,000


32


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

16. Concentration of Credit Risk
Financial instruments that potentially subject us to a concentration of credit risk are primarily cash and cash equivalents, accounts and other receivables, restricted cash and real estate deposits. Cash and cash equivalents are generally invested in investment-grade, short-term instruments with a maturity of three months or less when purchased. We have cash and cash equivalents in financial institutions that are insured by the Federal Deposit Insurance Corporation, or FDIC. As of June 30, 2018 and December 31, 2017, we had cash and cash equivalents in excess of FDIC insured limits. We believe this risk is not significant. Concentration of credit risk with respect to accounts receivable from tenants is limited. In general, we perform credit evaluations of prospective tenants and security deposits are obtained at the time of property acquisition and upon lease execution.
Based on leases in effect as of June 30, 2018 , three states in the United States accounted for 10.0% or more of our total property portfolio’s annualized base rent or annualized net operating income. Our properties located in Florida, Nevada and Alabama accounted for approximately 16.7% , 11.7% and 10.9% , respectively, of our total property portfolio’s annualized base rent or annualized net operating income. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.
Based on leases in effect as of June 30, 2018 , our four reportable business segments, medical office buildings, senior housing — RIDEA, senior housing and skilled nursing facilities accounted for 62.3% , 16.7% , 16.5% and 4.5% , respectively, of our total property portfolio’s annualized base rent or annualized net operating income.
As of June 30, 2018 , we had one tenant that accounted for 10.0% or more of our total property portfolio’s annualized base rent or annualized net operating income as follows:
Tenant
 
Annualized
Base Rent(1)
 
Percentage of
Annualized Base
Rent
 
Acquisition
 
Reportable
Segment
 
GLA
(Sq Ft)
 
Lease Expiration
Date
Colonial Oaks Master Tenant, LLC
 
$
4,112,000

 
10.6%
 
Lafayette Assisted Living Portfolio and Northern California Senior Housing Portfolio
 
Senior Housing
 
215,000

 
06/30/32
___________
(1)
Annualized base rent is based on contractual base rent from leases in effect as of June 30, 2018 . The loss of this tenant or its inability to pay rent could have a material adverse effect on our business and results of operations.
17. Per Share Data
We report earnings (loss) per share pursuant to ASC Topic 260, Earnings per Share . Basic earnings (loss) per share for all periods presented are computed by dividing net income (loss) applicable to common stock by the weighted average number of shares of our common stock outstanding during the period. Net income (loss) applicable to common stock is calculated as net income (loss) attributable to controlling interest less distributions allocated to participating securities of  $4,000  and  $2,000 , respectively, for the three months ended June 30, 2018 and 2017, and  $8,000  and  $3,000 , respectively, for the six months ended June 30, 2018 and 2017. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. Nonvested shares of our restricted common stock and redeemable limited partnership units of our operating partnership are participating securities and give rise to potentially dilutive shares of our common stock. As of June 30, 2018 and 2017 , there were 28,500 and 15,000 nonvested shares, respectively, of our restricted common stock outstanding, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods. As of June 30, 2018 and 2017, there were 208 units of redeemable limited partnership units of our operating partnership outstanding, but such units were excluded from the computation of diluted earnings per share because such units were anti-dilutive during these periods.
18. Subsequent Events
Status of Our Offering
As of August 3, 2018, we had received and accepted subscriptions in our offering for 55,061,108 aggregate shares of our Class T and Class I common stock, or $548,259,000 , excluding shares of our common stock issued pursuant to the DRIP.

33


GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Property Acquisitions
Subsequent to June 30, 2018, we completed  four  property acquisitions comprising four buildings from unaffiliated third parties. The following is a summary of our property acquisitions subsequent to June 30, 2018:
Acquisition(1)
 
Location
 
Type
 
Date
Acquired
 
Contract
Purchase
Price
 
Corporate
Line of
Credit(2)
 
Total
Acquisition
Fee(3)
Pinnacle Beaumont ALF(4)
 
Beaumont, TX
 
Senior Housing — RIDEA
 
07/01/18
 
$
19,500,000

 
$
19,400,000

 
$
868,000

Grand Junction MOB
 
Grand Junction, CO
 
Medical Office
 
07/06/18
 
31,500,000

 
31,400,000

 
1,418,000

Edmonds MOB
 
Edmonds, WA
 
Medical Office
 
07/30/18
 
23,500,000

 
22,000,000

 
1,058,000

Pinnacle Warrenton ALF(4)
 
Warrenton, MO
 
Senior Housing — RIDEA
 
08/01/18
 
8,100,000

 
8,100,000

 
360,000

 
 
 
 
 
 
 
 
$
82,600,000

 
$
80,900,000

 
$
3,704,000

___________
(1)
We own 100% of our properties acquired subsequent to June 30, 2018, with the exception of Pinnacle Beaumont ALF and Pinnacle Warrenton ALF.
(2)
Represents borrowings under the Corporate Line of Credit, as amended, at the time of acquisition.
(3)
Our advisor was paid, as compensation for services rendered in connection with the investigation, selection and acquisition of our properties, a base acquisition fee of 2.25% of the portion of the aggregate contract purchase price paid by us. In addition, the total acquisition fee includes a Contingent Advisor Payment, as defined in Note 12, Related Party Transactions, in the amount of 2.25% of the portion of the aggregate contract purchase price paid by us, which shall be paid by us to our advisor, subject to the satisfaction of certain conditions. See Note 12, Related Party Transactions — Acquisition and Development Stage — Acquisition Fee, for a further discussion.
(4)
On July 1, 2018 and August 1, 2018, we completed the acquisitions of Pinnacle Beaumont ALF and Pinnacle Warrenton ALF, respectively, pursuant to a joint venture with an affiliate of Meridian Senior Living, LLC, an unaffiliated third party. Our ownership of the joint venture is approximately 98%.





34


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The use of the words “we,” “us” or “our” refers to Griffin-American Healthcare REIT IV, Inc. and its subsidiaries, including Griffin-American Healthcare REIT IV Holdings, LP, except where the context otherwise requires.
The following discussion should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our 2017 Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission, or the SEC, on March 8, 2018. Such condensed consolidated financial statements and information have been prepared to reflect our financial position as of June 30, 2018 and December 31, 2017 , together with our results of operations and cash flows for the three and six months ended June 30, 2018 and 2017.
Forward-Looking Statements
Historical results and trends should not be taken as indicative of future operations. Our statements contained in this report that are not historical facts are forward-looking. Actual results may differ materially from those included in the forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words “expect,” “project,” “may,” “will,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future investments on a consolidated basis include, but are not limited to: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs; the availability of capital; changes in interest rates; competition in the real estate industry; the supply and demand for operating properties in our proposed market areas; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to REITs; the success of our best efforts initial public offering; the availability of properties to acquire; the availability of financing; and our ongoing relationship with American Healthcare Investors, LLC, or American Healthcare Investors, and Griffin Capital Company, LLC, or Griffin Capital, and their affiliates. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Overview and Background
Griffin-American Healthcare REIT IV, Inc., a Maryland corporation, was incorporated on January 23, 2015 and therefore we consider that our date of inception. We were initially capitalized on February 6, 2015 . We invest in a diversified portfolio of real estate properties, focusing primarily on medical office buildings, hospitals, skilled nursing facilities, senior housing and other healthcare-related facilities. We also operate healthcare-related facilities utilizing the structure permitted by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code of 1986, as amended, or the Code, authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). We may also originate and acquire secured loans and real estate-related investments on an infrequent and opportunistic basis. We generally seek investments that produce current income. We qualified to be taxed as a REIT under the Code for federal income tax purposes beginning with our taxable year ended December 31, 2016, and we intend to continue to qualify to be taxed as a REIT.
On February 16, 2016, we commenced our initial public offering, or our offering, in which we were initially offering to the public up to $3,150,000,000 in shares of our Class T common stock, consisting of up to $3,000,000,000 in shares of our Class T common stock in our primary offering and up to $150,000,000 in shares of our Class T common stock pursuant to our distribution reinvestment plan, as amended, or the DRIP. Effective June 17, 2016, we reallocated certain of the unsold shares of Class T common stock being offered and began offering shares of Class I common stock, such that we are currently offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in our primary offering, and up to an aggregate of $150,000,000 in shares of our Class T and Class I common stock pursuant to the DRIP, aggregating up to $3,150,000,000 or the maximum offering amount.
The shares of our Class T common stock in our primary offering were being offered at a price of $10.00 per share prior to April 11, 2018. The shares of our Class I common stock in our primary offering were being offered at a price of $9.30 per share prior to March 1, 2017 and $9.21 per share from March 1, 2017 to April 10, 2018. The shares of our Class T and Class I common stock issued pursuant to the DRIP were sold at a price of $9.50 per share prior to January 1, 2017 and $9.40 per share from January 1, 2017 to April 10, 2018. On April 6, 2018, our board of directors, at the recommendation of the audit committee of our board of directors, comprised solely of independent directors, unanimously approved and established an estimated per share net asset value, or NAV, of our common stock of $9.65 , as discussed further below. As a result, on April 6, 2018, our

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board of directors unanimously approved revised offering prices for each class of shares of our common stock to be sold in the primary portion of our initial public offering based on the estimated per share NAV of our Class T and Class I common stock of $9.65 plus any applicable per share up-front selling commissions and dealer manager fees funded by us, effective April 11, 2018. Accordingly, the revised offering price for shares of our Class T common stock and Class I common stock sold pursuant to our primary offering on or after April 11, 2018 is $10.05 per share and $9.65 per share, respectively. Effective April 11, 2018, the shares of our Class T and Class I common stock issued pursuant to the DRIP are sold at a price of $9.65 per share, the most recent estimated per share NAV approved and established by our board of directors.
We will sell shares of our Class T and Class I common stock in our offering until the earlier of February 16, 2019 or the date on which the maximum offering amount has been sold. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and the DRIP, and among classes of stock. As of June 30, 2018 , we had received and accepted subscriptions in our offering for 52,749,116 aggregate shares of our Class T and Class I common stock, or approximately $525,121,000 , excluding shares of our common stock issued pursuant to the DRIP.
On April 6, 2018, our board of directors, at the recommendation of the audit committee of our board of directors, comprised solely of independent directors, unanimously approved and established an estimated per share NAV of our common stock of $9.65. We provide this estimated per share NAV to assist broker-dealers in connection with their obligations under National Association of Securities Dealers Conduct Rule 2340, as required by the Financial Industry Regulatory Authority, or FINRA, with respect to customer account statements. The estimated per share NAV is based on the estimated value of our assets less the estimated value of our liabilities, divided by the number of shares outstanding on a fully diluted basis, calculated as of December 31, 2017. This valuation was performed in accordance with the methodology provided in Practice Guideline 2013-01,  Valuations of Publicly Registered Non-Listed REITs , issued by the Institute for Portfolio Alternatives, or the IPA, in April 2013, in addition to guidance from the SEC. Going forward, we intend to publish an updated estimated per share NAV on at least an annual basis. See our Current Report on Form 8-K filed with the SEC on April 9, 2018, for more information on the methodologies and assumptions used to determine, and the limitations and risks of, our estimated per share NAV.
We conduct substantially all of our operations through Griffin-American Healthcare REIT IV Holdings, LP, or our operating partnership. We are externally advised by Griffin-American Healthcare REIT IV Advisor, LLC, or our advisor, pursuant to an advisory agreement, or the Advisory Agreement, between us and our advisor. The Advisory Agreement was effective as of February 16, 2016 and had a  one -year term, subject to successive  one -year renewals upon the mutual consent of the parties. The Advisory Agreement was last renewed pursuant to the mutual consent of the parties on February 14, 2018 and expires on February 16, 2019. Our advisor uses its best efforts, subject to the oversight and review of our board of directors, to, among other things, research, identify, review and make investments in and dispositions of properties and securities on our behalf consistent with our investment policies and objectives. Our advisor performs its duties and responsibilities under the Advisory Agreement as our fiduciary. Our advisor is 75.0% owned and managed by American Healthcare Investors and 25.0% owned by a wholly owned subsidiary of Griffin Capital, or collectively, our co-sponsors. American Healthcare Investors is 47.1% owned by AHI Group Holdings, LLC, or AHI Group Holdings, 45.1% indirectly owned by Colony Capital, Inc. (NYSE: CLNY), or Colony Capital, and 7.8% owned by James F. Flaherty III, a former partner of Colony Capital. We are not affiliated with Griffin Capital, Griffin Capital Securities, LLC, or our dealer manager, Colony Capital or Mr. Flaherty; however, we are affiliated with Griffin-American Healthcare REIT IV Advisor, American Healthcare Investors and AHI Group Holdings.
We currently operate through four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities. As of June 30, 2018 , we had completed 22 property acquisitions whereby we owned 43 properties, comprising 45 buildings, or approximately 2,727,000 square feet of gross leasable area, or GLA, for an aggregate contract purchase price of $536,090,000 .
Critical Accounting Policies
The complete listing of our Critical Accounting Policies was previously disclosed in our 2017 Annual Report on Form 10-K, as filed with the SEC on March 8, 2018, and there have been no material changes to our Critical Accounting Policies as disclosed therein, except as noted below.
Interim Unaudited Financial Data
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected

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for the full year; such full year results may be less favorable. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2017 Annual Report on Form 10-K, as filed with the SEC on March 8, 2018.
Revenue Recognition
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers , which has been codified to Accounting Standards Codification, or ASC, Topic 606, or ASC Topic 606. ASC Topic 606 provides additional guidance to clarify the principles for recognizing revenue. The standard and subsequent amendments are intended to develop a common revenue standard to remove inconsistencies, improve comparability, provide more useful information to users through improved disclosure requirements and simplify the preparation of financial statements. We have evaluated all of our revenue streams to identify whether each revenue stream would be subject to the provisions of ASC Topic 606 and any differences in the timing, measurement or presentation of revenue recognition. Based on a review of our various revenue streams, certain components of resident fees and services, such as revenues that are ancillary to the contractual rights of residents within our senior housing campuses, are subject to ASC Topic 606. While these revenue streams are subject to the provisions of ASC Topic 606, we believe that the pattern and timing of recognition of income are consistent with the previous accounting model. Virtually all resident fees and services are earned over a period of time and the majority of these revenues are paid by private payor types with the residual being paid by Medicaid. We adopted ASC Topic 606 on January 1, 2018 using the modified retrospective adoption method and the adoption did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2, Summary of Significant Accounting Policies — Recently Issued Accounting Pronouncements, to our accompanying condensed consolidated financial statements.
Acquisitions in 2018
For a discussion of our property acquisitions in 2018, see Note 3, Real Estate Investments, Net , and  Note 18, Subsequent Events  — Property Acquisitions, to our accompanying condensed consolidated financial statements.
Factors Which May Influence Results of Operations
We are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the acquisition, management and operation of properties other than those listed in Part II, Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q and those Risk Factors previously disclosed in our 2017 Annual Report on Form 10-K, as filed with the SEC on March 8, 2018.
Real Estate Revenue
The amount of revenue generated by our properties depends principally on our ability to maintain the occupancy rates of leased space and to lease available space and space available from lease terminations at the then existing rental rates. Negative trends in one or more of these factors could adversely affect our revenue in the future.
Offering Proceeds
If we fail to raise significant additional proceeds in our offering, we will not have enough proceeds to invest in a diversified real estate portfolio. Our real estate portfolio would be concentrated in a small number of properties, resulting in increased exposure to local and regional economic downturns and the poor performance of one or more of our properties and, therefore, expose our stockholders to increased risk. In addition, many of our expenses are fixed regardless of the size of our real estate portfolio. Therefore, depending on the amount of proceeds we raise from our offering, we would expend a larger portion of our income on operating expenses. This would reduce our profitability and, in turn, the amount of net income available for distribution to our stockholders.
Scheduled Lease Expirations
Excluding our senior housing — RIDEA facilities, as of June 30, 2018 , our properties were 95.1% leased and during the remainder of 2018, 1.0% of the leased GLA is scheduled to expire. For the three and six months ended June 30, 2018, our senior housing — RIDEA facilities were 76.7% and 76.5% leased, respectively. Substantially all of our leases with residents at such properties are for a term of one year or less. Our leasing strategy focuses on negotiating renewals for leases scheduled to expire during the next 12 months. In the future, if we are unable to negotiate renewals, we will try to identify new tenants or collaborate with existing tenants who are seeking additional space to occupy.

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As of June 30, 2018 , our remaining weighted average lease term was 8.8 years, excluding our senior housing — RIDEA facilities.
Results of Operations
Comparison of the Three and Six Months Ended June 30, 2018 and 2017
Our primary sources of revenue include rent and resident fees and services from our properties. Our primary expenses include property operating expenses and rental expenses. In general, we expect amounts related to our portfolio of operating properties to increase in the future based on a full year of operations as well as any additional real estate and real estate-related investments we may acquire.
We segregate our operations into reporting segments in order to assess the performance of our business in the same way that management reviews our performance and makes operating decisions. Accordingly, when we acquired our first medical office building in June 2016; senior housing facility in December 2016; senior housing — RIDEA facility in November 2017; and skilled nursing facility in March 2018, we established a new reportable segment at each such time. As of  June 30, 2018 , we operated through four reportable business segments — medical office buildings, senior housing, senior housing — RIDEA and skilled nursing facilities.
Except where otherwise noted, the changes in our results of operations are primarily due to owning  45  buildings as of  June 30, 2018 , as compared to owning 28 buildings as of June 30, 2017. As of  June 30, 2018 and 2017, we owned the following types of properties:
 
June 30,
 
2018
 
2017
 
Number of
Buildings
 
Aggregate
Contract
Purchase Price
 
Leased %
 
Number of
Buildings
 
Aggregate
Contract
Purchase Price
 
Leased %
Medical office buildings
21

 
$
309,640,000

 
92.4
%
 
16

 
$
246,895,000

 
94.0
%
Senior housing — RIDEA
10

 
109,500,000

 
(1
)
 

 

 
%
Senior housing
12

 
94,350,000

 
100
%
 
12

 
94,350,000

 
100
%
Skilled nursing facilities
2

 
22,600,000

 
100
%
 

 

 
%
Total/weighted average(2)
45

 
$
536,090,000

 
95.1
%
 
28

 
$
341,245,000

 
95.8
%
___________
(1)
For the three and six months ended June 30, 2018, the leased percentage for the resident units of our senior housing — RIDEA facilities was 76.7% and 76.5% , respectively, and substantially all of our leases with residents at such properties are for a term of one year or less.
(2)
Leased percentage excludes our senior housing — RIDEA facilities.

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Revenues
For the three months ended June 30, 2018 and 2017, real estate revenue was $10,584,000 and $6,198,000 , respectively, and primarily comprised of base rent of $7,862,000 and $4,599,000, respectively, and expense recoveries of $1,915,000 and $1,271,000, respectively. For the six months ended June 30, 2018 and 2017, real estate revenue was $20,017,000 and $10,250,000 , respectively, and primarily comprised of base rent of $14,777,000 and $7,599,000, respectively, and expense recoveries of $3,737,000 and $2,007,000, respectively.
For the three and six months ended June 30, 2018 , resident fees and services consisted of rental fees related to resident leases and extended health care fees. We did not own or operate any senior housing — RIDEA facilities prior to November 2017.
Revenue by reportable segment consisted of the following for the periods then ended:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Real Estate Revenue
 
 
 
 
 
 
 
Medical office buildings
$
7,775,000

 
$
5,455,000

 
$
14,719,000

 
$
9,126,000

Senior housing
2,210,000

 
743,000

 
4,498,000

 
1,124,000

Skilled nursing facilities
599,000

 

 
800,000

 

Total real estate revenue
10,584,000

 
6,198,000

 
20,017,000

 
10,250,000

Resident Fees and Services
 
 
 
 
 
 
 
Senior housing — RIDEA
8,426,000

 

 
16,835,000

 

Total resident fees and services
8,426,000

 

 
16,835,000

 

Total revenues
$
19,010,000

 
$
6,198,000

 
$
36,852,000

 
$
10,250,000

Rental Expenses and Property Operating Expenses
Rental expenses and rental expenses as a percentage of real estate revenue, as well as property operating expenses and property operating expenses as a percentage of resident fees and services, by reportable segment, consisted of the following for the periods then ended:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Rental Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medical office buildings
$
2,142,000

 
27.5
%
 
$
1,534,000

 
28.1
%
 
$
4,089,000

 
27.8
%
 
$
2,686,000

 
29.4
%
Senior housing
310,000

 
14.0
%
 
77,000

 
10.4
%
 
681,000

 
15.1
%
 
112,000

 
10.0
%
Skilled nursing facilities
100,000

 
16.7
%
 

 
%
 
133,000

 
16.6
%
 

 
%
Total rental expenses
$
2,552,000

 
24.1
%
 
$
1,611,000

 
26.0
%
 
$
4,903,000

 
52.0
%
 
$
2,798,000

 
27.3
%
Property Operating Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior housing — RIDEA
$
6,766,000

 
80.3
%
 
$

 
%
 
$
13,999,000

 
83.2
%
 
$

 
%
Total property operating expenses
$
6,766,000

 
80.3
%
 
$

 
%
 
$
13,999,000

 
83.2
%
 
$

 
%
Senior housing — RIDEA facilities typically have a higher percentage of operating expenses to revenue than medical office buildings, senior housing facilities and skilled nursing facilities due to the nature of RIDEA facilities where we conduct day-to-day operations. We anticipate that the percentage of total operating expenses to total revenues will fluctuate based on the types of property we acquire in the future.

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General and Administrative
General and administrative consisted of the following for the periods then ended:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Asset management fees — affiliates
$
1,070,000

 
$
504,000

 
$
2,028,000

 
$
805,000

Professional and legal fees
263,000

 
149,000

 
735,000

 
336,000

Bad debt expense, net
(201,000
)
 
55,000

 
146,000

 
69,000

Transfer agent services
83,000

 
52,000

 
163,000

 
84,000

Postage and delivery
70,000

 
29,000

 
81,000

 
42,000

Bank charges
63,000

 

 
120,000

 

Board of directors fees
58,000

 
57,000

 
115,000

 
110,000

Directors’ and officers’ liability insurance
53,000

 
53,000

 
106,000

 
108,000

Franchise taxes
46,000

 
16,000

 
90,000

 
90,000

Restricted stock compensation
45,000

 
25,000

 
75,000

 
39,000

Other
28,000

 
12,000

 
39,000

 
17,000

Total
$
1,578,000

 
$
952,000

 
$
3,698,000

 
$
1,700,000

The increase in general and administrative expenses in 2018 as compared to 2017 was primarily due to the purchase of additional properties in 2017 and 2018 and thus incurring higher asset management fees to our advisor or its affiliates and higher professional and legal fees. In addition, we incurred higher transfer agent service fees for 2018 as compared to 2017 due to an increase in the number of investors in connection with the increased equity raise pursuant to our offering throughout 2017 and 2018. Accordingly, we expect general and administrative expenses to continue to increase in 2018 as we acquire additional properties and raise additional equity.
Acquisition Related Expenses
For the three and six months ended June 30, 2018 , acquisition related expenses were  $61,000 and $156,000 , respectively,  and for the three and six months ended June 30, 2017, acquisition related expenses were $140,000 and $213,000, respectively, and were related primarily to expenses incurred in pursuit of properties that did not result in an acquisition.
Depreciation and Amortization
For the three and six months ended June 30, 2018 , depreciation and amortization was  $7,851,000 and $15,046,000 , respectively, and consisted primarily of depreciation on our operating properties of  $3,781,000 and $7,197,000 , respectively, and amortization on our identified intangible assets of $4,060,000 and $7,831,000, respectively.
For the three and six months ended June 30, 2017, depreciation and amortization was $2,466,000 and $4,177,000, respectively, and consisted of depreciation on our operating properties of $1,665,000 and $2,805,000, respectively, and amortization on our identified intangible assets of $801,000 and $1,372,000, respectively.

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Interest Expense
Interest expense consisted of the following for the periods then ended. See Note 6, Mortgage Loans Payable, Net and Note 7, Line of Credit and Term Loan , to our accompanying condensed consolidated financial statements, for a further discussion.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Interest expense — line of credit and term loan
$
745,000

 
$
248,000

 
$
1,457,000

 
$
528,000

Amortization of deferred financing costs — line of credit and term loan
219,000

 
90,000

 
437,000

 
177,000

Interest expense — mortgage loans payable
175,000

 
70,000

 
317,000

 
121,000

Amortization of deferred financing costs — mortgage loans payable
18,000

 
5,000

 
33,000

 
8,000

Amortization of debt discount/premium
3,000

 
(4,000
)
 

 
(7,000
)
Total
$
1,160,000

 
$
409,000

 
$
2,244,000

 
$
827,000

Liquidity and Capital Resources
Our sources of funds will be the net proceeds of our offering, operating cash flows and borrowings. We believe that these resources will be sufficient to satisfy our cash requirements for the foreseeable future, and we do not anticipate a need to raise funds from other sources within the next 12 months.
We are dependent upon the net proceeds to be received from our offering to conduct our proposed activities. Our ability to raise funds through our offering is dependent on general economic conditions, general market conditions for REITs and our operating performance. We expect a relative increase in liquidity as additional subscriptions for shares of our common stock are received and a relative decrease in liquidity as net offering proceeds are expended in connection with the acquisition, management and operation of our investments in real estate and real estate-related investments.
Our principal demands for funds will be for acquisitions of real estate and real estate-related investments, payment of operating expenses and interest on our current and future indebtedness and payment of distributions to our stockholders. We estimate that we will require approximately $1,842,000 to pay interest on our outstanding indebtedness in the remainder of 2018, based on interest rates in effect and borrowings outstanding as of June 30, 2018 , and that we will require $248,000 to pay principal on our outstanding indebtedness in the remainder of 2018. In addition, we require resources to make certain payments to our advisor and our dealer manager, which during our offering will include payments to our dealer manager and its affiliates for selling commissions, the dealer manager fee and the stockholder servicing fee. See Note 11, Equity — Offering Costs, and Note 12, Related Party Transactions , to our accompanying condensed consolidated financial statements, for a further discussion of our payments to our advisor and our dealer manager.
Generally, cash needs for items other than acquisitions of real estate and real estate-related investments will be met from operations, borrowings and the net proceeds of our offering, including the proceeds raised through the DRIP. However, there may be a delay between the sale of our shares of common stock and our investments in real estate and real estate-related investments, which could result in a delay in the benefits to our stockholders, if any, of returns generated from our investments.
Our advisor evaluates potential investments and engages in negotiations with real estate sellers, developers, brokers, investment managers, lenders and others on our behalf. Investors should be aware that after a purchase contract for a property is executed that contains specific terms, the property will not be purchased until the successful completion of due diligence, which includes review of the title insurance commitment, market evaluation, review of leases, review of financing options and an environmental analysis. In some instances, the proposed acquisition will require the negotiation of final binding agreements, which may include financing documents. Until we invest the proceeds of our offering in real estate and real estate-related investments, we may invest in short-term, highly liquid or other authorized investments. Such short-term investments will not earn significant returns, and we cannot predict how long it will take to fully invest the proceeds in real estate and real estate related-investments. The number of properties we may acquire and other investments we will make will depend upon the number of shares of our common stock sold and the resulting amount of the net proceeds available for investment from our offering as well as our ability to arrange debt financing.
When we acquire a property, our advisor prepares a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan will also set forth the anticipated sources of the necessary capital, which may include a line of credit or other loan established with respect to the investment, other borrowings, operating cash generated by

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the investment, additional equity investments from us or joint venture partners or, when necessary, capital reserves. Any capital reserve would be established from the net proceeds of our offering, proceeds from sales of other investments, operating cash generated by other investments or other cash on hand. In some cases, a lender may require us to establish capital reserves for a particular investment. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs.
Based on the properties we own as of June 30, 2018 , we estimate that our expenditures for capital and tenant improvements will be $2,842,000 for the remaining six months of 2018. As of June 30, 2018 , we had $162,000 of restricted cash in reserve accounts for such capital expenditures. We cannot provide assurance, however, that we will not exceed these estimated expenditure and distribution levels or be able to obtain additional sources of financing on commercially favorable terms or at all.
Other Liquidity Needs
In the event that there is a shortfall in net cash available due to various factors, including, without limitation, the timing of distributions or the timing of the collection of receivables, we may seek to obtain capital to pay distributions by means of secured or unsecured debt financing through one or more third parties, or our advisor or its affiliates. There are currently no limits or restrictions on the use of proceeds from our advisor or its affiliates which would prohibit us from making the proceeds available for distribution. We may also pay distributions from cash from capital transactions, including, without limitation, the sale of one or more of our properties.
If we experience lower occupancy levels, reduced rental rates, reduced revenues as a result of asset sales, or increased capital expenditures and leasing costs compared to historical levels due to competitive market conditions for new and renewed leases, the effect would be a reduction of net cash provided by operating activities. If such a reduction of net cash provided by operating activities is realized, we may have a cash flow deficit in subsequent periods. Our estimate of net cash available is based on various assumptions which are difficult to predict, including the levels of leasing activity and related leasing costs. Any changes in these assumptions could impact our financial results and our ability to fund working capital and unanticipated cash needs.
Cash Flows
The following table sets forth changes in cash flows:
 
Six Months Ended June 30,
 
2018
 
2017
Cash, cash equivalents and restricted cash — beginning of period
$
7,103,000

 
$
2,237,000

Net cash provided by operating activities
9,693,000

 
4,973,000

Net cash used in investing activities
(77,936,000
)
 
(199,018,000
)
Net cash provided by financing activities
88,090,000

 
195,071,000

Cash, cash equivalents and restricted cash — end of period
$
26,950,000

 
$
3,263,000

The following summary discussion of our changes in our cash flows is based on our accompanying condensed consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Operating Activities
For the six months ended June 30, 2018 and 2017, cash flows provided by operating activities primarily related to the cash flows provided by our property operations, offset by payments of general and administrative expenses. See “Results of Operations” above for a further discussion. We anticipate cash flows from operating activities to increase in 2018 as we acquire additional real estate investments.
Investing Activities
For the six months ended June 30, 2018 , cash flows used in investing activities related primarily to our four property acquisitions in the amount of $65,505,000 and the payment of $8,565,000 for real estate deposits. For the six months ended June 30, 2017, cash flows used in investing activities related primarily to our seven property acquisitions in the amount of $199,164,000. Cash flows used in investing activities are heavily dependent upon the investment of our net offering proceeds in real estate investments. We anticipate cash flows used in investing activities to increase as we acquire additional properties and real estate-related investments.

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Financing Activities
For the six months ended June 30, 2018 , cash flows provided by financing activities related primarily to funds raised from investors in our offering in the amount of $ 114,461,000 , partially offset by net payments on our line of credit and term loan of $9,700,000 , the payment of offering costs of $ 9,118,000 in connection with our offering and distributions to our common stockholders of $6,076,000 . For the six months ended June 30, 2017, cash flows provided by financing activities related primarily to funds raised from investors in our offering in the amount of $169,003,000 and net borrowings under the Line of Credit of $37,200,000, partially offset by the payment of offering costs of $8,697,000 in connection with our offering and distributions to our common stockholders of $2,077,000. We anticipate cash flows from financing activities to increase in the future as we raise additional funds from investors and incur debt to acquire properties.
Distributions
Our board of directors authorized, on a quarterly basis, a daily distribution to our stockholders of record as of the close of business on each day of the period commencing on May 1, 2016 and ending on September 30, 2018. The daily distributions were or will be calculated based on 365 days in the calendar year and are equal to $0.001643836 per share of our Class T and Class I common stock, which is equal to an annualized distribution of $0.60 per share. These distributions were or will be aggregated and paid in cash or shares of our common stock pursuant to our DRIP monthly in arrears, only from legally available funds.
The amount of distributions paid to our stockholders is determined quarterly by our board of directors and is dependent on a number of factors, including funds available for payment of distributions, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our qualification as a REIT under the Code. We have not established any limit on the amount of offering proceeds that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would: (i) cause us to be unable to pay our debts as they become due in the usual course of business; or (ii) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences.
The distributions paid for the six months ended June 30, 2018 and 2017, along with the amount of distributions reinvested pursuant to the DRIP and the sources of distributions as compared to cash flows from operations were as follows:
 
Six Months Ended June 30,
 
2018
 
2017
Distributions paid in cash
$
6,076,000

 
 
 
$
2,077,000

 
 
Distributions reinvested
7,767,000

 
 
 
2,874,000

 
 
 
$
13,843,000

 
 
 
$
4,951,000

 
 
Sources of distributions:
 
 
 
 
 
 
 
Cash flows from operations
$
9,693,000

 
70.0
%
 
$
4,951,000

 
100
%
Offering proceeds
4,150,000

 
30.0

 

 

 
$
13,843,000

 
100
%
 
$
4,951,000

 
100
%
Under GAAP, certain acquisition related expenses, such as expenses incurred in connection with property acquisitions accounted for as business combinations, are expensed, and therefore, subtracted from cash flows from operations. However, these expenses may be paid from offering proceeds or debt.
Our distributions of amounts in excess of our current and accumulated earnings and profits have resulted in a return of capital to our stockholders, and all or any portion of a distribution to our stockholders may be paid from offering proceeds. The payment of distributions from our offering proceeds could reduce the amount of capital we ultimately invest in assets and negatively impact the amount of income available for future distributions.
As of June 30, 2018 , we had an amount payable of $8,223,000 to our advisor or its affiliates primarily for the 2.25% Contingent Advisor Payment portion of the total acquisition fee payable to our advisor or its affiliates, which will be paid from cash flows from operations in the future as it becomes due and payable by us in the ordinary course of business consistent with our past practice. See Note 12, Related Party Transactions  — Acquisition and Development Stage — Acquisition Fee, to our accompanying condensed consolidated financial statements, for a further discussion.
As of June 30, 2018 , no amounts due to our advisor or its affiliates had been deferred, waived or forgiven other than $80,000 in asset management fees waived by our advisor in 2016, which was equal to the amount of distributions payable from May 1, 2016 through June 27, 2016, the day prior to our first property acquisition. Other than such waiver of asset management fees by our advisor to provide us with additional funds to pay initial distributions to our stockholders through June 27, 2016,

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our advisor and its affiliates, including our co-sponsors, have no obligation to defer or forgive fees owed by us to our advisor or its affiliates or to advance any funds to us. In the future, if our advisor or its affiliates do not defer or continue to defer, waive or forgive amounts due to them, this would negatively affect our cash flows from operations, which could result in us paying distributions, or a portion thereof, using borrowed funds. As a result, the amount of proceeds available for investment and operations would be reduced, or we may incur additional interest expense as a result of borrowed funds.
The distributions paid for the six months ended June 30, 2018 and 2017, along with the amount of distributions reinvested pursuant to the DRIP and the sources of our distributions as compared to funds from operations attributable to controlling interest, or FFO, were as follows:
 
Six Months Ended June 30,
 
2018
 
2017
Distributions paid in cash
$
6,076,000

 
 
 
$
2,077,000

 
 
Distributions reinvested
7,767,000

 
 
 
2,874,000

 
 
 
$
13,843,000

 
 
 
$
4,951,000

 
 
Sources of distributions:
 
 
 
 
 
 
 
FFO attributable to controlling interest
$
11,838,000

 
85.5
%
 
$
4,713,000

 
95.2
%
Offering proceeds
2,005,000

 
14.5

 
238,000

 
4.8

 
$
13,843,000

 
100
%
 
$
4,951,000

 
100
%
The payment of distributions from sources other than FFO may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds. For a further discussion of FFO, a non-GAAP financial measure, including a reconciliation of our GAAP net income (loss) to FFO, see Funds from Operations and Modified Funds from Operations, below.
Financing
We intend to continue to finance a portion of the purchase price of our investments in real estate and real estate-related investments by borrowing funds. We anticipate that, after an initial phase of our operations (prior to the investment of all of the net proceeds of our offering) when we may employ greater amounts of leverage to enable us to acquire properties more quickly and therefore generate distributions for our stockholders sooner, our overall leverage will not exceed 50.0% of the combined market value of all of our properties and other real estate-related investments, as determined at the end of each calendar year beginning with our first full year of operations. For these purposes, the fair market value of each asset will be equal to the contract purchase price paid for the asset or, if the asset was appraised subsequent to the date of purchase, then the fair market value will be equal to the value reported in the most recent independent appraisal of the asset. Our policies do not limit the amount we may borrow with respect to any individual investment. As of  June 30, 2018 , our aggregate borrowings were 15.6% of the combined market value of all of our real estate investments.
Under our charter, we have a limitation on borrowing that precludes us from borrowing in excess of 300% of our net assets without the approval of a majority of our independent directors. Net assets for purposes of this calculation are defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation, amortization, bad debt and other non-cash reserves, less total liabilities. Generally, the preceding calculation is expected to approximate 75.0% of the aggregate cost of our real estate and real estate-related investments before depreciation, amortization, bad debt and other similar non-cash reserves. In addition, we may incur mortgage debt and pledge some or all of our real properties as security for that debt to obtain funds to acquire additional real estate or for working capital. We may also borrow funds to satisfy the REIT tax qualification requirement that we distribute at least 90.0% of our annual taxable income, excluding net capital gains, to our stockholders. Furthermore, we may borrow if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes. As of  August 10, 2018 and  June 30, 2018 , our leverage did not exceed 300% of the value of our net assets.
Mortgage Loans Payable, Net
For a discussion of our mortgage loans payable, net,  see Note 6, Mortgage Loans Payable, Net , to our accompanying condensed consolidated financial statements.
Line of Credit and Term Loan
For a discussion of our line of credit and term loan,  see Note 7, Line of Credit and Term Loan , to our accompanying condensed consolidated financial statements.

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REIT Requirements
In order to maintain our qualification as a REIT for federal income tax purposes, we are required to make distributions to our stockholders of at least 90.0% of our annual taxable income, excluding net capital gains. In the event that there is a shortfall in net cash available due to factors including, without limitation, the timing of such distributions or the timing of the collection of receivables, we may seek to obtain capital to pay distributions by means of secured debt financing through one or more unaffiliated third parties. We may also pay distributions from cash from capital transactions including, without limitation, the sale of one or more of our properties or from the proceeds of our offering.
Commitments and Contingencies
For a discussion of our commitments and contingencies, see Note 9, Commitments and Contingencies , to our accompanying condensed consolidated financial statements.
Debt Service Requirements
Typically, a significant liquidity need is the payment of principal and interest on our outstanding indebtedness. As of June 30, 2018 , we had  $17,505,000  ( $17,085,000 , including discount/premium and deferred financing costs, net) of fixed-rate mortgage loans payable outstanding secured by our properties. As of  June 30, 2018 , we had  $74,400,000  outstanding, and $125,600,000 remained available under our line of credit and term loan.  See Note 6, Mortgage Loans Payable, Net , and Note 7, Line of Credit and Term Loan , to our accompanying condensed consolidated financial statements.
We are required by the terms of certain loan documents to meet certain covenants, such as leverage ratios, net worth ratios, debt service coverage ratios, fixed charge coverage ratios and reporting requirements. As of  June 30, 2018 , we were in compliance with all such covenants and requirements on our mortgage loans payable and our line of credit and term loan. As of  June 30, 2018 , the weighted average effective interest rate on our outstanding debt was  3.95%  per annum.
Contractual Obligations
The following table provides information with respect to: (i) the maturity and scheduled principal repayment of our secured mortgage loans payable and our line of credit and term loan; (ii) interest payments on our mortgage loans payable and our line of credit and term loan; and (iii) ground and other lease obligations as of  June 30, 2018 :
 
Payments Due by Period
 
2018
 
2019-2020
 
2021-2022
 
Thereafter
 
Total
Principal payments — fixed-rate debt
$
248,000

  
$
8,670,000

 
$
889,000

 
$
7,698,000

 
$
17,505,000

Interest payments — fixed-rate debt
398,000

  
1,277,000

 
694,000

 
810,000

 
3,179,000

Principal payments — variable-rate debt

 
74,400,000

 

 

 
74,400,000

Interest payments — variable-rate debt (based on rates in effect as of June 30, 2018)
1,444,000

 
1,918,000

 

 

 
3,362,000

Ground and other lease obligations
47,000

  
496,000

 
496,000

 
10,697,000

 
11,736,000

Total
$
2,137,000

  
$
86,761,000

 
$
2,079,000

 
$
19,205,000

 
$
110,182,000

Off-Balance Sheet Arrangements
As of June 30, 2018 , we had no off-balance sheet transactions, nor do we currently have any such arrangements or obligations.
Inflation
During the  six months ended June 30, 2018  and 2017, inflation has not significantly affected our operations because of the moderate inflation rate; however, we expect to be exposed to inflation risk as income from future long-term leases will be the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that will protect us from the impact of inflation. These provisions will include negotiated rental increases, reimbursement billings for operating expense pass-through charges, and real estate tax and insurance reimbursements on a per square foot allowance. However, due to the long-term nature of the anticipated leases, among other factors, the leases may not re-set frequently enough to cover inflation.

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Related Party Transactions
For a discussion of related party transactions, see Note 12, Related Party Transactions , to our accompanying condensed consolidated financial statements.
Funds from Operations and Modified Funds from Operations
Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a measure known as funds from operations, a non-GAAP measure, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. The use of funds from operations is recommended by the REIT industry as a supplemental performance measure, and our management uses FFO to evaluate our performance over time. FFO is not equivalent to our net income (loss) as determined under GAAP.
We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on funds from operations approved by the Board of Governors of NAREIT, as revised in February 2004, or the White Paper. The White Paper defines funds from operations as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of property and asset impairment writedowns, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations. Our FFO calculation complies with NAREIT’s policy described above.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, which is the case if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or as requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. In addition, we believe it is appropriate to exclude impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions, which can change over time. Testing for an impairment of an asset is a continuous process and is analyzed on a quarterly basis. If certain impairment indications exist in an asset, and if the asset’s carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property and any other ancillary cash flows at a property or group level under GAAP) from such asset, an impairment charge would be recognized. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and that we intend to have a relatively limited term of our operations, it could be difficult to recover any impairment charges through the eventual sale of the property.
Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate-related depreciation and amortization and impairments, provides a further understanding of our performance to investors and to our management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs, which may not be immediately apparent from net income (loss).
However, FFO and modified funds from operations attributable to controlling interest, or MFFO, as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income (loss) or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.
Changes in the accounting and reporting rules under GAAP that were put into effect and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT’s definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses, as items that are expensed as operating expenses under GAAP. We believe these fees and expenses do not affect our overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start up entities may also experience significant acquisition activity during their initial

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years, we believe that publicly registered, non-listed REITs are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after the acquisition activity ceases. We will use the proceeds raised in our offering to acquire properties, and we intend to begin the process of achieving a liquidity event (i.e., listing of our shares of common stock on a national securities exchange, a merger or sale, the sale of all or substantially all of our assets, or another similar transaction) within five years after the completion of our offering stage, which is generally comparable to other publicly registered, non-listed REITs. Thus, we do not intend to continuously purchase assets and intend to have a limited life. Due to the above factors and other unique features of publicly registered, non-listed REITs, the Institute for Portfolio Alternatives, or the IPA, an industry trade group, has standardized a measure known as modified funds from operations, which the IPA has recommended as a supplemental performance measure for publicly registered, non-listed REITs, and which we believe to be another appropriate supplemental performance measure to reflect the operating performance of a publicly registered, non-listed REIT having the characteristics described above. MFFO is not equivalent to our net income (loss) as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy, as currently intended. We believe that, because MFFO excludes expensed acquisition fees and expenses that affect our operations only in periods in which properties are acquired and that we consider more reflective of investing activities, as well as other non-operating items included in FFO, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring our properties and once our portfolio is in place. By providing MFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance after our offering stage has been completed and our properties have been acquired. We also believe that MFFO is a recognized measure of sustainable operating performance by the publicly registered, non-listed REIT industry. Further, we believe MFFO is useful in comparing the sustainability of our operating performance after our offering stage and acquisitions are completed with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities. Investors are cautioned that MFFO should only be used to assess the sustainability of our operating performance after our offering stage has been completed and properties have been acquired, as it excludes expensed acquisition fees and expenses that have a negative effect on our operating performance during the periods in which properties are acquired.
We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines modified funds from operations as funds from operations further adjusted for the following items included in the determination of GAAP net income (loss): acquisition fees and expenses; amounts relating to deferred rent and amortization of above- and below-market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to closer to an expected to be received cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income (loss); gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting; and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect modified funds from operations on the same basis. The accretion of discounts and amortization of premiums on debt investments, unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income (loss) in calculating cash flows from operations and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. We are responsible for managing interest rate, hedge and foreign exchange risk, and we do not rely on another party to manage such risk. In as much as interest rate hedges will not be a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are based on market fluctuations and may not be directly related or attributable to our operations.
Our MFFO calculation complies with the IPA’s Practice Guideline described above. In calculating MFFO, we exclude acquisition related expenses, amortization of above- and below-market leases, change in deferred rent and the adjustments of such items related to redeemable noncontrolling interests. The other adjustments included in the IPA’s Practice Guideline are not applicable to us for the three and six months ended June 30, 2018 and 2017. Acquisition fees and expenses are paid in cash by us, and we have not set aside or put into escrow any specific amount of proceeds from our offering to be used to fund acquisition fees and expenses. The purchase of real estate and real estate-related investments, and the corresponding expenses associated with that process, is a key operational feature of our business plan in order to generate operating revenues and cash flows to make distributions to our stockholders. However, we do not intend to fund acquisition fees and expenses in the future from operating revenues and cash flows, nor from the sale of properties and subsequent redeployment of capital and concurrent incurring of acquisition fees and expenses. Acquisition fees and expenses include payments to our advisor or its affiliates and third parties. Such fees and expenses are not reimbursed by our advisor or its affiliates and third parties, and therefore if there is no further cash on hand from the proceeds from the sale of shares of our common stock to fund future acquisition fees and

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expenses, such fees and expenses will need to be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties or from ancillary cash flows. Certain acquisition related expenses under GAAP, such as expenses incurred in connection with property acquisitions accounted for as business combinations, are considered operating expenses and as expenses included in the determination of net income (loss), which is a performance measure under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. In the future, we may pay acquisition fees or reimburse acquisition expenses due to our advisor and its affiliates, or a portion thereof, with net proceeds from borrowed funds, operational earnings or cash flows, net proceeds from the sale of properties or ancillary cash flows. As a result, the amount of proceeds from borrowings available for investment and operations would be reduced, or we may incur additional interest expense as a result of borrowed funds. Nevertheless, our advisor or its affiliates will not accrue any claim on our assets if acquisition fees and expenses are not paid from the proceeds of our offering.
Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income (loss) in determining cash flows from operations. In addition, we view fair value adjustments of derivatives and gains and losses from dispositions of assets as items which are unrealized and may not ultimately be realized or as items which are not reflective of on-going operations and are therefore typically adjusted for when assessing operating performance.
Our management uses MFFO and the adjustments used to calculate it in order to evaluate our performance against other publicly registered, non-listed REITs which intend to have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance if we do not continue to operate in this manner. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to publicly registered, non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence, that the use of such measures may be useful to investors. For example, acquisition fees and expenses are intended to be funded from the proceeds of our offering and other financing sources and not from operations. By excluding expensed acquisition fees and expenses, the use of MFFO provides information consistent with management’s analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such charges that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.
Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate funds from operations and modified funds from operations the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) as an indication of our performance, as an alternative to cash flows from operations, which is an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other measurements as an indication of our performance. MFFO has limitations as a performance measure in offerings such as ours where the price of a share of common stock is a stated value. MFFO may be useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete. FFO and MFFO are not useful measures in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO and MFFO.
Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the publicly registered, non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.

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The following is a reconciliation of net (loss) income, which is the most directly comparable GAAP financial measure, to FFO and MFFO for the three and six months ended June 30, 2018 and 2017 :
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Net (loss) income
$
(958,000
)
 
$
621,000

 
$
(3,194,000
)
 
$
536,000

Add:
 
 
 
 
 
 
 
Depreciation and amortization — consolidated properties
7,851,000

 
2,466,000

 
15,046,000

 
4,177,000

Net loss attributable to redeemable noncontrolling interests
58,000

 

 
125,000

 

Less:
 
 
 
 
 
 
 
Depreciation and amortization related to redeemable noncontrolling interests
(70,000
)
 

 
(139,000
)
 

FFO attributable to controlling interest
$
6,881,000

 
$
3,087,000

 
$
11,838,000

 
$
4,713,000

 
 
 
 
 
 
 
 
Acquisition related expenses(1)
$
61,000

 
$
140,000

 
$
156,000

 
$
213,000

Amortization of above- and below-market leases(2)
(81,000
)
 
(35,000
)
 
(126,000
)
 
(69,000
)
Change in deferred rent(3)
(703,000
)
 
(282,000
)
 
(1,336,000
)
 
(555,000
)
Adjustments for redeemable noncontrolling interests(4)

 

 

 

MFFO attributable to controlling interest
$
6,158,000


$
2,910,000

 
$
10,532,000


$
4,302,000

Weighted average Class T and Class I common shares outstanding — basic and diluted
51,277,753

 
24,035,973

 
48,224,165

 
19,371,454

Net (loss) income per Class T and Class I common share — basic and diluted
$
(0.02
)
 
$
0.03

 
$
(0.07
)
 
$
0.03

FFO attributable to controlling interest per Class T and Class I common share — basic and diluted
$
0.13

 
$
0.13

 
$
0.25

 
$
0.24

MFFO attributable to controlling interest per Class T and Class I common share — basic and diluted
$
0.12

 
$
0.12

 
$
0.22

 
$
0.22

___________
(1)
In evaluating investments in real estate, we differentiate the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for publicly registered, non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition related expenses, we believe MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our advisor or its affiliates and third parties. Certain acquisition related expenses under GAAP, such as expenses incurred in connection with property acquisitions accounted for as business combinations, are considered operating expenses and as expenses included in the determination of net income (loss), which is a performance measure under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property.
(2)
Under GAAP, above- and below-market leases are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate-related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, we believe that by excluding charges relating to the amortization of above- and below-market leases, MFFO may provide useful supplemental information on the performance of the real estate.
(3)
Under GAAP, rental revenue or rental expense is recognized on a straight-line basis over the terms of the related lease (including rent holidays). This may result in income or expense recognition that is significantly different than the underlying contract terms. By adjusting for the change in deferred rent, MFFO may provide useful supplemental information on the realized economic impact of lease terms, providing insight on the expected contractual cash flows of such lease terms, and aligns results with our analysis of operating performance.
(4)
Includes all adjustments to eliminate the redeemable noncontrolling interests’ share of the adjustments described in notes (1) – (3) above to convert our FFO to MFFO.

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Net Operating Income
Net operating income, or NOI, is a non-GAAP financial measure that is defined as net income (loss), computed in accordance with GAAP, generated from properties before general and administrative expenses, acquisition related expenses, depreciation and amortization and interest expense. Acquisition fees and expenses are paid in cash by us, and we have not set aside or put into escrow any specific amount of proceeds from our offering to be used to fund acquisition fees and expenses. The purchase of real estate and real estate-related investments, and the corresponding expenses associated with that process, is a key operational feature of our business plan in order to generate operating revenues and cash flows to make distributions to our stockholders. However, we do not intend to fund acquisition fees and expenses in the future from operating revenues and cash flows, nor from the sale of properties and subsequent redeployment of capital and concurrent incurring of acquisition fees and expenses. Acquisition fees and expenses include payments to our advisor or its affiliates and third parties. Such fees and expenses are not reimbursed by our advisor or its affiliates and third parties, and therefore, if there is no further cash on hand from the proceeds from the sale of shares of our common stock to fund future acquisition fees and expenses, such fees and expenses will need to be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties or from ancillary cash flows. As a result, the amount of proceeds available for investment, operations and non-operating expenses would be reduced, or we may incur additional interest expense as a result of borrowed funds. Nevertheless, our advisor or its affiliates will not accrue any claim on our assets if acquisition fees and expenses are not paid from the proceeds of our offering. Certain acquisition related expenses under GAAP, such as expenses incurred in connection with property acquisitions accounted for as business combinations, are considered operating expenses and as expenses included in the determination of net income (loss), which is a performance measure under GAAP. All paid and accrued acquisition fees and expenses have negative effects on returns to investors, the potential for future distributions and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property.
NOI is not equivalent to our net income (loss) as determined under GAAP and may not be a useful measure in measuring operational income or cash flows. Furthermore, NOI is not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. NOI should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income (loss) or in its applicability in evaluating our operating performance. Investors are also cautioned that NOI should only be used to assess our operational performance in periods in which we have not incurred or accrued any acquisition related expenses.
We believe that NOI is an appropriate supplemental performance measure to reflect the operating performance of our operating assets because NOI excludes certain items that are not associated with the management of the properties. We believe that NOI is a widely accepted measure of comparative operating performance in the real estate community. However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount.
To facilitate understanding of this financial measure, the following is a reconciliation of net (loss) income, which is the most directly comparable GAAP financial measure, to NOI for the three and six months ended June 30, 2018 and 2017 :
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Net (loss) income
$
(958,000
)
 
$
621,000

 
$
(3,194,000
)
 
$
536,000

General and administrative
1,578,000

 
952,000

 
3,698,000

 
1,700,000

Acquisition related expenses
61,000

 
140,000

 
156,000

 
213,000

Depreciation and amortization
7,851,000

 
2,466,000

 
15,046,000

 
4,177,000

Interest expense
1,160,000

 
409,000

 
2,244,000

 
827,000

Interest income

 
(1,000
)
 

 
(1,000
)
Net operating income
$
9,692,000


$
4,587,000

 
$
17,950,000

 
$
7,452,000

Subsequent Events
For a discussion of our subsequent events, see Note 18, Subsequent Events , to our accompanying condensed consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, we expect that the primary market risk to which we will be exposed is interest rate risk. There were no material changes in our market risk exposures, or in the methods we use to manage market risk, from those that were provided for in our 2017 Annual Report on Form 10-K, as filed with the SEC on March 8, 2018.
Interest Rate Risk
We are exposed to the effects of interest rate changes primarily as a result of long-term debt used to acquire properties and make loans and other permitted investments. Our interest rate risk is monitored using a variety of techniques. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs while taking into account variable interest rate risk. To achieve our objectives, we may borrow or lend at fixed or variable rates. We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument. We will not enter into derivatives or interest rate transactions for speculative purposes.
As of June 30, 2018 , the table below presents the principal amounts and weighted average interest rates by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes.
 
Expected Maturity Date
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
 
Fair Value
Fixed-rate debt — principal payments
$
248,000

 
$
519,000

 
$
8,151,000

 
$
434,000

 
$
455,000

 
$
7,698,000

 
$
17,505,000

 
$
17,070,000

Weighted average interest rate on maturing fixed-rate debt
4.81
%
 
4.81
%
 
4.77
%
 
4.83
%
 
4.84
%
 
4.17
%
 
4.51
%
 

Variable-rate debt — principal payments
$

 
$
74,400,000

 
$

 
$

 
$

 
$

 
$
74,400,000

 
$
74,388,000

Weighted average interest rate on maturing variable-rate debt (based on rates in effect as of June 30, 2018)
%
 
3.82
%
 
%
 
%
 
%
 
%
 
3.82
%
 

Mortgage Loans Payable, Net and Line of Credit and Term Loan
Mortgage loans payable were $17,505,000 ( $17,085,000 , including discount/premium and deferred financing costs, net) as of June 30, 2018 . As of June 30, 2018 , we had three fixed-rate mortgage loans with interest rates ranging from 3.75% to 5.25% per annum. In addition, as of June 30, 2018 , we had $74,400,000 outstanding under our line of credit and term loan at a weighted average interest rate of 3.82% per annum.
As of June 30, 2018 , the weighted average effective interest rate on our outstanding debt was 3.95% per annum. An increase in the variable interest rate on our variable-rate line of credit and term loan constitutes a market risk. As of  June 30, 2018 , a 0.50% increase in the market rates of interest would have increased our overall annualized interest expense on our variable-rate line of credit and term loan by $377,000, or 10.63% of total annualized interest expense on our mortgage loans payable and our line of credit and term loan. See Note 6, Mortgage Loans Payable, Net , and  Note 7, Line of Credit and Term Loan , to our accompanying condensed consolidated financial statements, for a further discussion.
Other Market Risk
In addition to changes in interest rates, the value of our future investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants, which may affect our ability to refinance our debt if necessary.

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Item 4. Controls and Procedures.
(a)  Evaluation of disclosure controls and procedures.  We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of June 30, 2018 was conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of June 30, 2018 , were effective at the reasonable assurance level.
(b)  Changes in internal control over financial reporting.  There were no changes in internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
There were no material changes from the risk factors previously disclosed in our 2017 Annual Report on Form 10-K, as filed with the SEC on March 8, 2018, except as noted below.
We have not had sufficient cash available from operations to pay distributions, and therefore, we have paid a portion of distributions from the net proceeds of our offering, and in the future, may pay distributions from borrowings in anticipation of future cash flows or from other sources. Any such distributions may reduce the amount of capital we ultimately invest in assets, may negatively impact the value of our stockholders’ investment and may cause subsequent investors to experience dilution.
Distributions payable to our stockholders may include a return of capital, rather than a return on capital, and it is likely that we will use net offering proceeds to fund a majority of our initial distributions. We have not established any limit on the amount of net proceeds from our offering that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would: (i) cause us to be unable to pay our debts as they become due in the usual course of business; or (ii) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences. The actual amount and timing of distributions will be determined by our board of directors in its sole discretion and typically will depend on the amount of funds available for distribution, which will depend on items such as our financial condition, current and projected capital expenditure requirements, tax considerations and annual distribution requirements needed to maintain our qualification as a REIT. As a result, our distribution rate and payment frequency vary from time to time.
We have used the net proceeds from our offering and our advisor has waived certain fees payable to it as discussed below, and in the future, may use the net proceeds from our offering, borrowed funds, or other sources, to pay cash distributions to our stockholders in order to maintain our qualification as a REIT, which may reduce the amount of proceeds available for investment and operations, cause us to incur additional interest expense as a result of borrowed funds or cause subsequent investors to experience dilution. Further, if the aggregate amount of cash distributed in any given year exceeds the amount of our current and accumulated earnings and profits, the excess amount will be deemed a return of capital.
Our board of directors authorized, on a quarterly basis, a daily distribution to our stockholders of record as of the close of business on each day of the period commencing on May 1, 2016 and ending on September 30, 2018. The daily distributions were or will be calculated based on 365 days in the calendar year and are equal to $0.001643836 per share of our Class T and Class I common stock, which is equal to an annualized distribution of $0.60 per share. These distributions were or will be aggregated and paid in cash or shares of our common stock pursuant to the DRIP monthly in arrears, only from legally available funds.
The amount of distributions paid to our stockholders is determined quarterly by our board of directors and is dependent on a number of factors, including funds available for payment of distributions, our financial condition, capital expenditure requirements and annual distribution requirements needed to maintain our qualification as a REIT under the Code. We have not established any limit on the amount of net offering proceeds that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would: (i) cause us to be unable to pay our debts as they become due in the usual course of business; or (ii) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences.

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The distributions paid for the six months ended June 30, 2018 and 2017, along with the amount of distributions reinvested pursuant to the DRIP and the sources of distributions as compared to cash flows from operations were as follows:
 
Six Months Ended June 30,
 
2018
 
2017
Distributions paid in cash
$
6,076,000

 
 
 
$
2,077,000

 
 
Distributions reinvested
7,767,000

 
 
 
2,874,000

 
 
 
$
13,843,000

 
 
 
$
4,951,000

 
 
Sources of distributions:
 
 
 
 
 
 
 
Cash flows from operations
$
9,693,000

 
70.0
%
 
$
4,951,000

 
100
%
Offering proceeds
4,150,000

 
30.0

 

 

 
$
13,843,000

 
100
%
 
$
4,951,000

 
100
%
Under GAAP, certain acquisition related expenses, such as expenses incurred in connection with property acquisitions accounted for as business combinations, are expensed, and therefore, subtracted from cash flows from operations. However, these expenses may be paid from offering proceeds or debt.
Our distributions of amounts in excess of our current and accumulated earnings and profits have resulted in a return of capital to our stockholders, and all or any portion of a distribution to our stockholders may be paid from net offering proceeds. The payment of distributions from our net offering proceeds could reduce the amount of capital we ultimately invest in assets and negatively impact the amount of income available for future distributions.
As of June 30, 2018 , we had an amount payable of $8,223,000 to our advisor or its affiliates primarily for the 2.25% Contingent Advisor Payment portion of the total acquisition fee payable to our advisor or its affiliates, which will be paid from cash flows from operations in the future as it becomes due and payable by us in the ordinary course of business consistent with our past practice.
As of June 30, 2018 , no amounts due to our advisor or its affiliates had been deferred, waived or forgiven other than $80,000 in asset management fees waived by our advisor in 2016, which was equal to the amount of distributions payable from May 1, 2016 through June 27, 2016, the day prior to our first property acquisition. Other than the waiver of such asset management fees by our advisor to provide us with additional funds to pay initial distributions to our stockholders through June 27, 2016, our advisor and its affiliates, including our co-sponsors, have no obligation to defer or forgive fees owed by us to our advisor or its affiliates or to advance any funds to us. In the future, if our advisor or its affiliates do not defer or continue to defer, waive or forgive amounts due to them, this would negatively affect our cash flows from operations, which could result in us paying distributions, or a portion thereof, using borrowed funds. As a result, the amount of proceeds available for investment and operations would be reduced, or we may incur additional interest expense as a result of borrowed funds.
The distributions paid for the six months ended June 30, 2018 and 2017, along with the amount of distributions reinvested pursuant to the DRIP and the sources of our distributions as compared to FFO were as follows:
 
Six Months Ended June 30,
 
2018
 
2017
Distributions paid in cash
$
6,076,000

 
 
 
$
2,077,000

 
 
Distributions reinvested
7,767,000

 
 
 
2,874,000

 
 
 
$
13,843,000

 
 
 
$
4,951,000

 
 
Sources of distributions:
 
 
 
 
 
 
 
FFO attributable to controlling interest
$
11,838,000

 
85.5
%
 
$
4,713,000

 
95.2
%
Offering proceeds
2,005,000

 
14.5

 
238,000

 
4.8

 
$
13,843,000

 
100
%
 
$
4,951,000

 
100
%
The payment of distributions from sources other than FFO may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds. For a further discussion of FFO, a non-GAAP financial measure, including a reconciliation of our GAAP net income (loss) to FFO, see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Funds from Operations and Modified Funds from Operations.

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The estimated per share NAV may not be an accurate reflection of the fair value of our assets and liabilities and likely will not represent the amount of net proceeds that would result if we were liquidated or dissolved or completed a merger or other sale of our company.
On April 6, 2018, our board of directors, at the recommendation of the audit committee, which is comprised solely of independent directors, unanimously approved and established an estimated per share NAV of our common stock of $9.65. We are providing this estimated per share NAV to assist broker-dealers in connection with their obligations under National Association of Securities Dealers Conduct Rule 2340, as required by FINRA with respect to customer account statements. The valuation was performed in accordance with the methodology provided in Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs , issued by the IPA in April 2013, in addition to guidance from the SEC.
The estimated per share NAV was determined after consultation with our advisor and an independent third-party valuation firm, the engagement of which was approved by the audit committee. FINRA rules provide no guidance on the methodology an issuer must use to determine its estimated per share NAV. As with any valuation methodology, our independent valuation firm’s methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different estimated per share NAV, and these differences could be significant.
The estimated per share NAV is not audited or reviewed by our independent registered public accounting firm and does not represent the fair value of our assets or liabilities according to GAAP. Accordingly, with respect to the estimated per share NAV, we can give no assurance that:
a stockholder would be able to resell his or her shares at our estimated per share NAV;
a stockholder would ultimately realize distributions per share equal to our estimated per share NAV upon liquidation of our assets and settlement of our liabilities or a sale of the company;
our shares of common stock would trade at our estimated per share NAV on a national securities exchange;
an independent third-party appraiser or other third-party valuation firm, other than the third-party valuation firm engaged by the board of directors to assist in its determination of the estimated per share NAV, would agree with our estimated per share NAV; or
the methodology used to estimate our per share NAV would be acceptable to FINRA or comply with the Employee Retirement Income Security Act of 1974, or ERISA, reporting requirements.
Further, the estimated per share NAV is based on the estimated value of our assets less the estimated value of our liabilities, divided by the number of shares outstanding on a fully diluted basis, calculated as of December 31, 2017. The value of our shares may fluctuate over time in response to developments related to individual assets in the portfolio and the management of those assets and in response to the real estate and finance markets. Going forward, we intend to engage an independent valuation firm to assist us with publishing an updated estimated per share NAV on at least an annual basis.
For a full description of the methodologies used to value our assets and liabilities in connection with the calculation of the estimated per share NAV, see our Current Report on Form 8-K filed with the SEC on April 9, 2018.
It may be difficult to accurately reflect material events that may impact our estimated per share NAV between valuations and accordingly, we may be selling and repurchasing shares at too high or too low a price.
Our independent valuation firm will calculate estimates of the market value of our real estate investments, and our board of directors will determine the net value of our real estate investments and liabilities taking into consideration such estimate provided by the independent valuation firm. Our board of directors is ultimately responsible for determining the estimated per share NAV. Since our board of directors will determine our estimated per share NAV at least annually, there may be changes in the value of our assets that are not fully reflected in the most recent estimated per share NAV. As a result, the published estimated per share NAV may not fully reflect changes in value that may have occurred since the prior valuation. Furthermore, our advisor will monitor our portfolio, but it may be difficult to reflect changing market conditions or material events that may impact the value of our portfolio between valuations, or to obtain timely or complete information regarding any such events. Therefore, the estimated per share NAV published before the announcement of an extraordinary event may differ significantly from our actual per share NAV until such time as sufficient information is available and analyzed, the financial impact is fully evaluated, and the appropriate adjustment is made to our estimated per share NAV, as determined by our board of directors. Any resulting disparity may be to the detriment of a purchaser of our shares or a stockholder selling shares pursuant to our share repurchase plan.

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A high concentration of our properties in a particular geographic area would magnify the effects of downturns in that geographic area.
To the extent that we have a concentration of properties in any particular geographic area, any adverse situation that disproportionately effects that geographic area would have a magnified adverse effect on our portfolio. As of  August 10, 2018 , our properties located in Florida and Nevada accounted for approximately 14.5% and 10.2%, respectively, of our total property portfolio’s annualized base rent or annualized net operating income. Accordingly, there is a geographic concentration of risk subject to fluctuations in each state’s economy.
Reductions in reimbursement from third party payors, including Medicare and Medicaid, could adversely affect the profitability of our tenants and hinder their ability to make rental payments to us.
Sources of revenue for our tenants may include the federal Medicare program, state Medicaid programs, private insurance carriers and health maintenance organizations, among others. Efforts by such payors to reduce healthcare costs will likely continue, which may result in reductions or slower growth in reimbursement for certain services provided by some of our tenants. In addition, the healthcare billing rules and regulations are complex, and the failure of any of our tenants to comply with various laws and regulations could jeopardize their ability to continue participating in Medicare, Medicaid and other government sponsored payment programs. Moreover, the state and federal governmental healthcare programs are subject to reductions by state and federal legislative actions. The American Taxpayer Relief Act of 2012 prevented the reduction in physician reimbursement of Medicare from being implemented in 2013. The Protecting Access to Medicare Act of 2014 prevented the reduction of 24.4% in the physician fee schedule by replacing the scheduled reduction with a 0.5% increase to the physician fee schedule through December 31, 2014, and no increase from January 1, 2015 through March 31, 2015. The potential 21.0% cut in reimbursement that was to be effective April 1, 2015 was removed by the Medicare Access & CHIP Reauthorization Act of 2015, or MACRA, and replaced with two new methodologies that will focus upon payment based upon quality outcomes. The first model is the Merit-Based Incentive Payment System, or MIPS, which combines the Physician Quality Reporting System, or PQRS, and Meaningful Use program with the Value Based Modifier program to provide for one payment model based upon (i) quality, (ii) resource use, (iii) clinical practice improvement and (iv) advancing care information through the use of certified Electronic Health Record, or EHR, technology. The second model is the Advanced Alternative Payment Models, or APM, which requires the physician to participate in a risk share arrangement for reimbursement related to his or her patients while utilizing a certified health record and reporting on specific quality metrics. There are a number of physicians that will not qualify for the APM payment method. Therefore, this change in reimbursement models may impact our tenants’ payments and create uncertainty in the tenants’ financial condition.
The healthcare industry continues to face various challenges, including increased government and private payor pressure on healthcare providers to control or reduce costs. It is possible that our tenants will continue to experience a shift in payor mix away from fee-for-service payors, resulting in an increase in the percentage of revenues attributable to reimbursement based upon value based principles and quality driven managed care programs, and general industry trends that include pressures to control healthcare costs. The federal government's goal is to move approximately 90.0% of its reimbursement for providers to be based upon quality outcome models. Pressures to control healthcare costs and a shift away from traditional health insurance reimbursement based upon a fee for service payment to payment based upon quality outcomes have increased the uncertainty of payments.
In addition, the healthcare legislation passed in 2010 (discussed below) included new payment models with new shared savings programs and demonstration programs that include bundled payment models and payments contingent upon reporting on satisfaction of quality benchmarks. The new payment models will likely change how physicians are paid for services. These changes could have a material adverse effect on the financial condition of some of our tenants. The financial impact on our tenants could restrict their ability to make rent payments to us, which would have a material adverse effect on our business, financial condition and results of operations and our ability to pay distributions to stockholders.
Furthermore, beginning in 2016, the Centers for Medicare and Medicaid Services has applied a negative payment adjustment to individual eligible professionals, Comprehensive Primary Care practice sites, and group practices participating in the PQRS group practice reporting option (including Accountable Care Organizations) that do not satisfactorily report PQRS in 2014. Program participation during a calendar year will affect payments two years after the reporting cycle, such that individuals and groups that do not satisfy the PQRS reporting metrics in 2016 will be impacted by a two percent negative payment adjustment in 2018. Providers can appeal the determination, but if the provider is not successful, the provider’s reimbursement may be adversely impacted, which could adversely impact a tenant’s ability to make rent payments to us.
In 2014, state insurance exchanges were implemented, which provide a new mechanism for individuals to obtain insurance. At this time, the number of payers that are participating in the state insurance exchanges varies, and in some regions there are very limited insurance plans available for individuals to choose from when purchasing insurance. In addition, not all healthcare providers will maintain participation agreements with the payers that are participating in the state health insurance

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exchange. Therefore, it is possible that our tenants may incur a change in their reimbursement if the tenant does not have a participation agreement with the state insurance exchange payers and a large number of individuals elect to purchase insurance from the state insurance exchange. Further, the rates of reimbursement from the state insurance exchange payers to healthcare providers will vary greatly. The rates of reimbursement will be subject to negotiation between the healthcare provider and the payer, which may vary based upon the market, the healthcare provider’s quality metrics, the number of providers participating in the area and the patient population, among other factors. Therefore, it is uncertain whether healthcare providers will incur a decrease in reimbursement from the state insurance exchange, which may impact a tenant’s ability to pay rent.
The insurance plans that participated on the health insurance exchanges created by the Patient Protection and Affordable Care Act of 2010, or the Healthcare Reform Act, were expecting to receive risk corridor payments to address the high risk claims that they paid through the exchange product. However, the federal government currently owes the insurance companies approximately $12.3 billion under the risk corridor payment program that is currently disputed by the federal government. In addition, the health insurance exchange program included risk adjustment payments that allocated payments to insurers that had the most complex patients. Effective July 7, 2018, the federal government suspended $10.4 billion of the risk adjustment payments based upon a court order that the payment methodology was flawed. However, on July 24, 2018, the federal government reissued a previous rule regarding risk adjustment payments, including as part of the reissuance additional explanation regarding the methodology used in determining risk adjustment payments. As part of the reissuance, the federal government resumed its operation of the risk adjustment program. The federal government is currently defending several lawsuits from the insurance plans that participate on the health insurance exchange regarding the failure to remit payment for the risk corridor subsidies. The federal government is also subject to pending litigation regarding the risk adjustment payments. If the insurance companies do not receive payments, the insurance companies may also cease to participate on the insurance exchange, which limits insurance options for patients. If patients do not have access to insurance coverage, it may adversely impact the tenants’ revenues and the tenants’ ability to pay rent.
In addition to the failure to remit payment for the risk corridor payment, the federal government also ceased to provide the cost-share subsidies to the insurance companies that offered the silver plan benefits on the Health Information Exchange. The termination of the cost-share subsidies would impact the subsidy payments due in 2017 and will likely adversely impact the insurance companies, causing an increase in the premium payments for the individual beneficiaries in 2018. Nineteen State Attorneys General filed suit to force the Trump Administration to reinstate the cost share subsidy payments. On October 25, 2017, a California Judge ruled in favor of the Trump Administration and found that the federal government was not required to immediately reinstate payment for the cost shares subsidy. The injunction sought by the Attorneys’ General lawsuit was denied. Subsequently, Maine Community Health Options filed suit against The United States of America in the United States Court of Federal Claims, Case No. 17-2057C (December 28, 2017) seeking damages and payment for the cost-sharing reduction payment. This claim is currently pending. Therefore, our tenants will likely see an increase in individuals who are self-pay or have a lower health benefit plan due to the increase in the premium payments. Our tenants’ collections and revenues may be adversely impacted by the change in the payor mix of their patients and it may adversely impact the tenants’ ability to make rent payments.
There are multiple lawsuits in several judicial districts brought by qualified health plans, or QHPs, to recover the prior risk corridor payments that were anticipated to be paid as part of the health insurance exchange program. Multiple lawsuits are moving through the judicial process and as of June 2018, the Court of Appeals for the Federal Circuit issued an opinion in Moda Health Plan v. United States , concluding that the government does not have to pay health insurers that offered QHPs the full amount owed to them in risk corridor payments. Additional cases are still pending, but at this time two key cases have been determined in favor of the government withholding payment of the risk corridor payment. If the Administration or the court system decisions that risk corridor or risk share payments are not required to be paid to the QHPs offering insurance coverage on the health insurance exchange program remain in effect and binding, the insurance companies may cease offering the Health Insurance Exchange product to the current beneficiaries. Therefore, our tenants may have an increase of self-pay patients and collections may decline, adversely impacting the tenants’ ability to pay rent.
In 2017, Congressional activities to attempt to repeal the Healthcare Reform Act failed. However, President Trump signed several Executive Orders that address different aspects of the Healthcare Reform Act. First, on January 20, 2017, an Executive Order was signed to “ease the burden of Obamacare.” Furthermore, on October 12, 2017, President Trump signed an Executive Order the purpose of which was to, among other things, (i) cut healthcare cost-sharing reduction subsidies, (ii) allow more small businesses to join together to purchase insurance coverage, (iii) extend short-term coverage policies, and (iv) expand employers’ ability to provide workers cash to buy coverage elsewhere. The Executive Order required the government agencies to draft regulations for consideration related to Associated Health Plans, or AHP, short term limited duration insurance, or STLDI, and health reimbursement arrangements, or HRA. At this time, the proposed legislation has not been drafted. If the Healthcare Reform Act is modified through Executive Orders, the healthcare industry will continue to change and new regulations may further modify payment models jeopardizing our tenants’ ability to remit the rental payments.

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On January 11, 2018, the Centers for Medicare and Medicaid Services, or CMS, issued guidance to support state efforts to improve Medicaid enrollee health outcomes by incentivizing community engagement among able-bodied, working-age Medicaid beneficiaries. The policy excludes individuals eligible for Medicaid due to a disability, elderly beneficiaries, children and pregnant women. CMS received proposals from 10 states seeking requirements for able-bodied Medicaid beneficiaries to engage in employment and community engagement initiatives. Kentucky and Indiana are the first states to obtain a waiver for its program and require Medicaid beneficiaries to work or get ready for employment. However, in June 2018, the Federal District Court in the District of Columbia vacated the CMS approval of the Kentucky waiver finding the approval was arbitrary and capricious and the Court referred it back to CMS. If the “work requirement” expands to the states’ Medicaid programs it may decrease the number of patients eligible for Medicaid. The patients that are no longer eligible for Medicaid may become self-pay patients which may adversely impact our tenant’s ability to receive reimbursement. If our tenants’ patient payor mix becomes more self-pay patients, it may impact our tenants’ ability to collect revenues and pay rent.
In February of 2018, Congress passed the Bipartisan Balanced Budget Act of 2018. Some of the most notable provisions of the Bipartisan Balanced Budget Act include: (i) the permanent extension of Medicare Special Needs Plans, or SNPs, which provide tailored care for certain qualifying Medicare beneficiaries; (ii) guaranteed funding for the Children’s Health Insurance Program, or CHIP, through 2027; (iii) expansion of Medicare coverage for tele-medicine services; and (iv) expanded testing of certain value based care models. The extension of SNPs and funding for CHIP secure coverage for patients of our tenants and may reduce the number of uninsured patients treated by our tenants. The expansion of coverage for tele-medicine services could impact the demand for medical properties. If more patients can be treated remotely, providers may have less demand for real property.
Comprehensive healthcare reform legislation could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
The Healthcare Reform Act is intended to reduce the number of individuals in the U.S. without health insurance and effect significant other changes to the ways in which healthcare is organized, delivered and reimbursed. Included within the legislation is a limitation on physician-owned hospitals from expanding, unless the facility satisfies very narrow federal exceptions to this limitation. Therefore, if our tenants are physicians that own and refer to a hospital, the hospital would be limited in its operations and expansion potential, which may limit the hospital’s services and resulting revenues and may impact the owner’s ability to make rental payments. The Healthcare Reform Act changes continue to impact reimbursement models from the state and federal healthcare programs, the changes in reimbursement may adversely impact our tenants. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law and repeals the individual mandate beginning in 2019. Therefore, our tenants may have more patients that do not have insurance coverage, which may adversely impact the tenants’ collections and revenues.
In 2014, state insurance exchanges were implemented, which provide a new mechanism for individuals to obtain insurance. At this time, the number of payers that are participating in the state insurance exchanges varies, and in some regions there are very limited insurance plans available for individuals to choose from when purchasing insurance. In addition, not all healthcare providers will maintain participation agreements with the payers that are participating in the state health insurance exchange. Therefore, it is possible that our tenants may incur a change in their reimbursement if the tenant does not have a participation agreement with the state insurance exchange payers and a large number of individuals elect to purchase insurance from the state insurance exchange. Further, the rates of reimbursement from the state insurance exchange payers to healthcare providers will vary greatly. The rates of reimbursement will be subject to negotiation between the healthcare provider and the payer, which may vary based upon the market, the healthcare provider’s quality metrics, the number of providers participating in the area and the patient population, among other factors. Therefore, it is uncertain whether healthcare providers will incur a decrease in reimbursement from the state insurance exchange, which may impact a tenant’s ability to pay rent.
The insurance plans that participated on the health insurance exchanges created by the Healthcare Reform Act were expecting to receive risk corridor payments to address the high risk claims that they paid through the exchange product. However, the federal government currently owes the insurance companies approximately $12.3 billion under the risk corridor payment program that is currently disputed by the federal government. In addition, the health insurance exchange program included risk adjustment payments that allocated payments to insurers that had the most complex patients. Effective July 7, 2018, the federal government suspended $10.4 billion of the risk adjustment payments based upon a court order that the payment methodology was flawed. However, on July 24, 2018, the federal government reissued a previous rule regarding risk adjustment payments, including as part of the reissuance additional explanation regarding the methodology used in determining risk adjustment payments. As part of the reissuance, the federal government resumed its operation of the risk adjustment program. The federal government is currently defending several lawsuits from the insurance plans that participate on the health insurance exchange regarding the failure to remit payment for the risk corridor subsidies. The federal government is also subject to pending litigation regarding the risk adjustment payments. If the insurance companies do not receive payments, the insurance companies may also cease to participate on the insurance exchange, which limits insurance options for patients. If

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patients do not have access to insurance coverage, it may adversely impact the tenants’ revenues and the tenants’ ability to pay rent.
In addition to the failure to remit payment for the risk corridor payment, the federal government also ceased to provide the cost-share subsidies to the insurance companies that offered the silver plan benefits on the Health Information Exchange. The termination of the cost-share subsidies would impact the subsidy payments due in 2017 and will likely adversely impact the insurance companies, causing an increase in the premium payments for the individual beneficiaries in 2018. Nineteen State Attorneys General filed suit to force the Trump Administration to reinstate the cost share subsidy payments. On October 25, 2017, a California Judge ruled in favor of the Trump Administration and found that the federal government was not required to immediately reinstate payment for the cost shares subsidy. The injunction sought by the Attorneys’ General lawsuit was denied. Subsequently, Maine Community Health Options filed suit against The United States of America in the United States Court of Federal Claims, Case No. 17-2057C (December 28, 2017) seeking damages and payment for the cost-sharing reduction payment. This claim is currently pending. Therefore, our tenants will likely see an increase in individuals who are self-pay or have a lower health benefit plan due to the increase in the premium payments. Our tenants’ collections and revenues may be adversely impacted by the change in the payor mix of their patients and it may adversely impact the tenants’ ability to make rent payments.
There are multiple lawsuits in several judicial districts brought by QHPs to recover the prior risk corridor payments that were anticipated to be paid as part of the health insurance exchange program. Multiple lawsuits are moving through the judicial process and as of June 2018, the Court of Appeals for the Federal Circuit issued an opinion in Moda Health Plan v. United States , concluding that the government does not have to pay health insurers that offered QHPs the full amount owed to them in risk corridor payments. Additional cases are still pending, but at this time two key cases have been determined in favor of the government withholding payment of the risk corridor payment. If the Administration or the court system decisions that risk corridor or risk share payments are not required to be paid to the QHPs offering insurance coverage on the health insurance exchange program remain in effect and binding, the insurance companies may cease offering the Health Insurance Exchange product to the current beneficiaries. Therefore, our tenants may have an increase of self-pay patients and collections may decline, adversely impacting the tenants’ ability to pay rent.
In 2017, Congressional activities to attempt to repeal the Healthcare Reform Act failed. However, President Trump signed several Executive Orders that address different aspects of the Healthcare Reform Act. First, on January 20, 2017, an Executive Order was signed to “ease the burden of Obamacare.” Furthermore, on October 12, 2017, President Trump signed an Executive Order the purpose of which was to, among other things, (i) cut healthcare cost-sharing reduction subsidies, (ii) allow more small businesses to join together to purchase insurance coverage, (iii) extend short-term coverage policies, and (iv) expand employers’ ability to provide workers cash to buy coverage elsewhere. If our tenants’ patients do not have insurance, it could adversely impact the tenants’ ability to pay rent and operate a practice.
On January 11, 2018, CMS issued guidance to support state efforts to improve Medicaid enrollee health outcomes by incentivizing community engagement among able-bodied, working-age Medicaid beneficiaries. The policy excludes individuals eligible for Medicaid due to a disability, elderly beneficiaries, children and pregnant women. CMS received proposals from 10 states seeking requirements for able-bodied Medicaid beneficiaries to engage in employment and community engagement initiatives. Kentucky and Indiana are the first states to obtain a waiver for their programs and require Medicaid beneficiaries to work or get ready for employment. However, in June 2018, the Federal District Court in the District of Columbia vacated the CMS approval of the Kentucky waiver finding the approval was arbitrary and capricious and the Court referred it back to CMS. If the “work requirement” expands to the states’ Medicaid programs it may decrease the number of patients eligible for Medicaid. The patients that are no longer eligible for Medicaid may become self-pay patients, which may adversely impact our tenants’ ability to receive reimbursement. If our tenants’ patient payor mix becomes more self-pay patients, it may impact our tenants’ ability to collect revenues and pay rent.
In February of 2018, Congress passed the Bipartisan Balanced Budget Act of 2018. Some of the most notable provisions of the Bipartisan Balanced Budget Act include: (i) the permanent extension of SNPs, which provide tailored care for certain qualifying Medicare beneficiaries; (ii) guaranteed funding for CHIP through 2027; (iii) expansion of Medicare coverage for tele-medicine services; and (iv) expanded testing of certain value based care models. The extension of SNPs and funding for CHIP secure coverage for patients of our tenants and may reduce the number of uninsured patients treated by our tenants. The expansion of coverage for tele-medicine services could impact the demand for medical properties. If more patients can be treated remotely, providers may have less demand for real property.
Beginning in 2018, CMS cut funding to the 340B Program, which is intended to lower drug costs for certain healthcare providers. The cuts in the 340B Program may result in some of our tenants having less money available to cover operational costs.

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The proposed SEC standard of conduct for investment professionals could impact our ability to raise capital.
On April 18, 2018, the SEC proposed “Regulation Best Interest,” a new standard of conduct for broker-dealers under the Exchange Act that includes: (i) the requirement that broker-dealers refrain from putting the financial or other interests of the broker-dealer ahead of the retail customer, (ii) a new disclosure document, the consumer or client relationship summary, or Form CRS, which would require both investment advisers and broker-dealers to provide disclosure highlighting details about their services and fee structures and (iii) proposed interpretative guidance that would establish a federal fiduciary standard for investment advisers. The public comment period on Regulation Best Interest ended on August 7, 2018.
Proposed Regulation Best Interest is complex and may be subject to revision or withdrawal. Plan fiduciaries and the beneficial owners of IRAs are urged to consult with their own advisors regarding the impact that proposed Regulation Best Interest may have on purchasing and holding interests in our company. Proposed Regulation Best Interest or any other legislation or regulations that may be introduced or become law in the future could have negative implications on our ability to raise capital from potential investors, including those investing through IRAs.
We, our tenants and our operators for our senior housing and skilled nursing facilities are subject to various government reviews, audits and investigations that could adversely affect our business, including an obligation to refund amounts previously paid to us, potential criminal charges, the imposition of fines, and/or the loss of the right to participate in Medicare and Medicaid programs.
As a result of our tenants’ participation in the Medicaid and Medicare programs, we, our tenants and our operators for our senior housing and skilled nursing facilities are subject to various governmental reviews, audits and investigations to verify compliance with these programs and applicable laws and regulations. We, our tenants and our operators for our senior housing and skilled nursing facilities are also subject to audits under various government programs, including Recovery Audit Contractors, Zone Program Integrity Contractors, Program Safeguard Contractors and Medicaid Integrity Contractors programs, in which third party firms engaged by CMS conduct extensive reviews of claims data and medical and other records to identify potential improper payments under the Medicare and Medicaid programs. Private pay sources also reserve the right to conduct audits. Billing and reimbursement errors and disagreements occur in the healthcare industry. We, our tenants and our operators for our senior housing and skilled nursing facilities may be engaged in reviews, audits and appeals of claims for reimbursement due to the subjectivities inherent in the process related to patient diagnosis and care, record keeping, claims processing and other aspects of the patient service and reimbursement processes, and the errors and disagreements those subjectivities can produce. An adverse review, audit or investigation could result in:
an obligation to refund amounts previously paid to us, our tenants or our operators pursuant to the Medicare or Medicaid programs or from private payors, in amounts that could be material to our business;
state or federal agencies imposing fines, penalties and other sanctions on us, our tenants or our operators;
loss of our right, our tenants’ right or our operators’ right to participate in the Medicare or Medicaid programs or one or more private payor networks;
an increase in private litigation against us, our tenants or our operators; and
damage to our reputation in various markets.
While we, our tenants and our operators for our senior housing and skilled nursing facilities have always been subject to post-payment audits and reviews, more intensive “probe reviews” appear to be a permanent procedure with our fiscal intermediaries. Generally, findings of overpayment from CMS contractors are eligible for appeal through the CMS defined continuum, but there may be rare instances that are not eligible for appeal. We, our tenants and our operators for our senior housing and skilled nursing facilities utilize all defenses at our disposal to demonstrate that the services provided meet all clinical and regulatory requirements for reimbursement.
If the government or a court were to conclude that such errors, deficiencies or disagreements constituted criminal violations, or were to conclude that such errors, deficiencies or disagreements resulted in the submission of false claims to federal healthcare programs, or if the government were to discover other problems in addition to the ones identified by the probe reviews that rose to actionable levels, we and certain of our officers, and our tenants and operators for our senior housing and skilled nursing facilities and certain of their officers, might face potential criminal charges and/or civil claims, administrative sanctions and penalties for amounts that could be material to our business, results of operations and financial condition. In addition, we and/or some of the key personnel of our operating subsidiaries, or those of our tenants and operators for our senior housing and skilled nursing facilities, could be temporarily or permanently excluded from future participation in state and federal healthcare reimbursement programs such as Medicaid and Medicare. In any event, it is likely that a governmental investigation alone, regardless of its outcome, would divert material time, resources and attention from our

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management team and our staff, or those of our tenants and our operators for our senior housing and skilled nursing facilities and could have a materially detrimental impact on our results of operations during and after any such investigation or proceedings.
In cases where claim and documentation review by any CMS contractor results in repeated poor performance, a facility can be subjected to protracted oversight. This oversight may include repeat education and re-probe, extended pre-payment review, referral to recovery audit or integrity contractors, or extrapolation of an error rate to other reimbursement outside of specifically reviewed claims. Sustained failure to demonstrate improvement towards meeting all claim filing and documentation requirements could ultimately lead to Medicare and Medicaid decertification, which could have a materially detrimental impact on our results of operations. Adverse actions by CMS may also cause third party payor or licensure authorities to audit our tenants. These additional audits could result in termination of third party payor agreements or licensure of the facility, which would also adversely impact our operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
On June 12, 2018, we issued 7,500 shares of restricted Class T common stock to our independent directors. These shares of restricted Class T common stock were issued pursuant to our incentive plan in a private transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act. The restricted Class T common stock awards vested 20.0% on the grant date and 20.0% will vest on each of the first four anniversaries of the grant date.
Use of Public Offering Proceeds
Our Registration Statement on Form S-11 (File No. 333-205960), registering a public offering of up to $3,150,000,000 in shares of our common stock, was declared effective under the Securities Act on February 16, 2016. Griffin Capital Securities, LLC is the dealer manager of our offering. Commencing on February 16, 2016, we offered to the public up to $3,150,000,000 in shares of our Class T common stock consisting of up to $3,000,000,000 in shares of our Class T common stock in our primary offering and up to $150,000,000 in shares of our Class T common stock pursuant to the DRIP. Effective June 17, 2016, we reallocated certain of the unsold shares of Class T common stock being offered and began offering shares of Class I common stock, such that we are currently offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in our primary offering, and up to an aggregate of $150,000,000 in shares of our Class T and Class I common stock pursuant to the DRIP, aggregating up to $3,150,000,000.
The shares of our Class T common stock in our primary offering were being offered at a price of $10.00 per share prior to April 11, 2018, and are being offered at a price of $10.05 per share for all shares issued effective April 11, 2018. The shares of our Class I common stock in our primary offering were being offered at a price of $9.30 per share prior to March 1, 2017 and $9.21 per share from March 1, 2017 to April 10, 2018. Effective April 11, 2018, the shares of our Class I common stock in our primary offering are being offered at a price of $9.65 per share, the estimated per share NAV unanimously approved and established by our board of directors on April 6, 2018. The shares of our Class T and Class I common stock issued pursuant to the DRIP were sold at a price of $9.50 per share prior to January 1, 2017 and $9.40 per share from January 1, 2017 to April 10, 2018. Effective April 11, 2018, the shares of our Class T and Class I common stock issued pursuant to the DRIP are sold at a price of $9.65 per share, the most recent estimated per share NAV approved and established by our board of directors.
As of June 30, 2018 , we had received and accepted subscriptions in our offering for 49,586,707 shares of Class T common stock and 3,162,409 shares of Class I common stock, or approximately $495,717,000 and $29,404,000, respectively, excluding shares of our common stock issued pursuant to the DRIP. As of June 30, 2018 , a total of $16,663,000 in Class T distributions and $589,000 in Class I distributions were reinvested pursuant to the DRIP and 1,764,321 shares of Class T common stock and 62,288 shares of Class I common stock were issued pursuant to the DRIP.

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Our equity raise as of  June 30, 2018  resulted in the following:
 
Amount
Gross offering proceeds — Class T and Class I common stock
$
525,121,000

Gross offering proceeds from Class T and Class I shares issued pursuant to the DRIP
17,252,000

Total gross offering proceeds
542,373,000

Less public offering expenses:
 
Selling commissions
14,515,000

Dealer manager fees
15,274,000

Advisor funding of dealer manager fees
(10,263,000
)
Other organizational and offering expenses
5,683,000

Advisor funding of other organizational and offering expenses
(5,683,000
)
Net proceeds from our offering
$
522,847,000

The cost of raising funds in our offering as a percentage of gross proceeds received in our primary offering was 3.7% as of June 30, 2018 . As of June 30, 2018 , we had used $430,380,000 in net proceeds from our offering to acquire properties from unaffiliated third parties, $20,199,000 to pay acquisition fees and acquisition related expenses to affiliated parties, $9,065,000 to pay real estate deposits for proposed future acquisitions, $6,922,000 to pay acquisition related expenses to unaffiliated third parties, $4,873,000 for capital expenditures on our acquired properties and $2,390,000 to pay deferred financing costs on our mortgage loans payable and our line of credit and term loan.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Our share repurchase plan allows for repurchases of shares of our common stock by us when certain criteria are met. Share repurchases will be made at the sole discretion of our board of directors. All share repurchases are subject to a one-year holding period, except for repurchases made in connection with a stockholder’s death or “qualifying disability,” as defined in our share repurchase plan. Funds for the repurchase of shares of our common stock will come exclusively from the cumulative proceeds we receive from the sale of shares of our common stock pursuant to the DRIP.
The price per share at which we will repurchase shares of our common stock will range, depending on the length of time the stockholder held such shares, from 92.5% to 100% of the price paid per share to acquire such shares from us. However, if shares of our common stock are to be repurchased in connection with a stockholder’s death or qualifying disability, the repurchase price will be no less than 100% of the price paid to acquire the shares of our common stock from us.
During the three months ended June 30, 2018 , we repurchased shares of our common stock as follows:
Period
 

Total Number of
Shares Purchased
 

Average Price
Paid per Share
 

Total Number of Shares
Purchased As Part of
Publicly Announced
Plan or Program
 
Maximum Approximate
Dollar Value
of Shares that May
Yet Be Purchased
Under the
Plans or Programs
April 1, 2018 to April 30, 2018
 

 
$

 

 
(1
)
May 1, 2018 to May 31, 2018
 

 
$

 

 
(1
)
June 1, 2018 to June 30, 2018
 
79,195

 
$
9.28

 
79,195

 
(1
)
Total
 
79,195

 
$
9.28

 
79,195

 
 
___________
(1)
Subject to funds being available, we will limit the number of shares of our common stock repurchased during any calendar year to 5.0% of the weighted average number of shares of our common stock outstanding during the prior calendar year; provided however, shares of our common stock subject to a repurchase requested upon the death of a stockholder will not be subject to this cap.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.

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Item 5. Other Information.
None.

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Item 6. Exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the period ended June 30, 2018 (and are numbered in accordance with Item 601 of Regulation S-K).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS*
XBRL Instance Document
 
 
101.SCH*
XBRL Taxonomy Extension Schema Document
 
 
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
___________
*
Filed herewith.
**
Furnished herewith. In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
 
 
 
Griffin-American Healthcare REIT IV, Inc.
(Registrant)
 
 
 
 
 
 
 
August 10, 2018
 
By:
 
/s/ J EFFREY   T. H ANSON
 
Date
 
 
 
 
Jeffrey T. Hanson
 
 
 
 
 
 
Chief Executive Officer and Chairman of the Board of Directors
 
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
August 10, 2018
 
By:
 
/s/ B RIAN  S. P EAY
 
Date
 
 
 
 
Brian S. Peay
 
 
 
 
 
 
Chief Financial Officer
 
 
 
 
 
(Principal Financial Officer and Principal Accounting Officer)



65
EXHIBIT 10.1

EXECUTION COPY










PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
BY AND AMONG
THE SELLING PARTIES IDENTIFIED ON EXHIBIT A HERETO,
TLG II, L.L.P.
AND
GAHC4 MISSOURI SNF PORTFOLIO, LLC
DATED AS OF JUNE 7, 2018







TABLE OF CONTENTS

ARTICLE 1 PURCHASE AND SALE OF PROPERTY
1
1.01
Purchase and Sale.
1
1.02
Excluded Property
4
1.03
Retained Liabilities
5
1.04
Definitions
5
 
 
 
ARTICLE 2 PURCHASE PRICE AND DEPOSIT
7
2.01
Purchase Price
7
2.02
Intentionally Omitted
8
2.03
Deposit
9
 
 
 
ARTICLE 3 TITLE AND SURVEY; ZONING
9
3.01
Title, Surveys and Zoning
9
3.02
Title, Survey and Zoning Objections
9
3.03
Failure to Cure Title Objections
12
3.04
Access.
12
 
 
 
ARTICLE 4 PROPERTY INFORMATION; DUE DILIGENCE PERIOD
TERMINATION
15
4.01
Property Information
15
4.02
Due Diligence Period Termination
15
 
 
 
ARTICLE 5 REPRESENTATIONS AND WARRANTIES
15
5.01
Representations and Warranties of Sellers
15
5.02
Subsequent Knowledge; Updated Disclosure
24
5.03
Representations and Warranties of Purchaser
25
 
 
 
ARTICLE 6 COVENANTS OF SELLERS AND PURCHASER
26
6.01
Covenants of Sellers
26
6.02
Covenants of Purchaser
29
6.03
Intentionally Omitted
30
 
 
 
ARTICLE 7 CONDITIONS PRECEDENT TO CLOSING
30
7.01
Conditions Precedent to Purchaser’s Obligation to Close
30
7.02
Conditions Precedent to Seller’s Obligation to Close
31
7.03
Failure of a Condition
31
 
 
 
ARTICLE 8 CLOSING; ESCROW CLOSE
32
8.01
Closing and Closing Date
32

i




TABLE OF CONTENTS
(continued)

8.02
Obligations of Sellers
32
8.03
Obligations of Purchaser
34
8.04
Costs and Adjustments at Closing
35
8.05
Escrow Close
37
8.06
Reporting Person
38
 
 
 
ARTICLE 9 RISK OF LOSS; DAMAGE; CONDEMNATION
38
9.01
Risk of Loss
38
9.02
Notice of Casualty or Taking
38
9.03
Damage
38
 
 
 
ARTICLE 10 REMEDIES
39
10.01
Seller Default
39
10.02
Purchaser Default
40
 
 
 
ARTICLE 11 ADDITIONAL AGREEMENTS
40
11.01
Indemnification
40
11.02
Indemnification Limitations
41
11.03
Brokers
42
 
 
 
ARTICLE 12 NOTICES
42
12.01
Written Notice.
42
12.02
Method of Transmittal
42
12.03
Addresses
43
 
 
 
ARTICLE 13 ESCROW AGENT
44
13.01
Investment and Use of Funds
44
13.02
Termination
44
13.03
Interpleader
45
13.04
Liability of the Escrow Agent
45
 
 
 
ARTICLE 14 MISCELLANEOUS
45
14.01
Entire Agreement
45
14.02
Assignment
45
14.03
Modifications; Waiver
46
14.04
Interpretation; Usage
46
14.05
Captions
47
14.06
Successors and Assigns
48
14.07
Controlling Law; Venue
48

ii





TABLE OF CONTENTS
(continued)

14.08
Attachments
48
14.09
Time of Essence; Survival of Claims
48
14.10
Business Day
48
14.11
Attorneys’ Fees and Costs.
48
14.12
Counterparts
49
14.13
Publicity
49
14.14
Waiver of Jury Trial..
49
14.15
Bulk Sales Laws
49
14.16
Obligation to Close on All Facilities..
49
14.17
Guaranty
49
14.18
Cooperation with Audit.
50
14.19
Purchaser’s Disclosures.
51
14.20
No Personal Liability.
51



EXHIBITS AND SCHEDULES
Exhibit A
Facilities, Owner Sellers, Operators and Master Tenants
Exhibit B
Form of Master Lease
Exhibit C
Form of Deed
Exhibit D
Form of Blanket Conveyance, Bill of Sale and Assignment
Exhibit E
Form of Certificate of Non‑Foreign Status
Exhibit F
Form of Seller’s Closing Certificate
Exhibit G‑1
Form of Operating Subleases
Exhibit G‑2
Form of Lease Guaranty (Subtenants)
Exhibit G‑3
Form of Lease Cross Guaranty (Subtenants)
Exhibit H
Form of Purchaser’s Closing Certificate
Exhibit I
Form of Representation Letter
Exhibit J
Form of Audit Letter
Exhibit K
Management Agreements
Schedule 1.01(a)(i)
Land
Schedule 1.01(a)(viii)
Warranties
Schedule 1.02(a)(iv)
Rent Roll
Schedule 1.02(a)(vi)
Regulatory Approvals
Schedule 2.01(a)
Portfolio Purchase Price Allocation
Schedule 2.01(b)
Facility Purchase Price Allocation
Schedule 2.01(d)
Seller Indebtedness
Schedule 2.01(e)(i)
Purchase Money Security Interest and Capitalized Leases
Schedule 2.03
Deposit Allocations
Schedule 4.01
Property Information
Schedule 5.01(c)
Conflicts and Consents
Schedule 5.01(d)
Litigation
Schedule 5.01(g)(ii)
Use and Occupancy Agreements

iii







Schedule 5.01(g)(iii)
Organizational Charts
Schedule 5.01(h)
Contracts
Schedule 5.01(k)(ii)
Compliance with Laws
Schedule 5.01(l)
Compliance with Environmental Laws
Schedule 5.01(o)
Existing Debt
Schedule 5.01(q)
Zoning and Parking
Schedule 5.01(r)(i)
Licensed Beds
Schedule 5.01(r)(ii)
Ownership and Operation
Schedule 5.01(r)(iii)
NPI, Medicare and Medicaid Numbers
Schedule 5.01(r)(iv)
DHSS Deficiencies
Schedule 5.01(s)
Regulatory Requirements
Schedule 5.01(t)
Federal Health Care Programs
Schedule 5.01(u)
Construction
Schedule 6.01(a)
Capital Improvements




iv





DEFINED TERMS
Defined Term
Section
Page
Admission Agreements……………………
1.02(a)(iv)………………………………
4
Affiliated Party…………………………….
14.04(g)(ii)……………………………..
47
Affiliated Service Party……………………
14.04(g)(iii)…………………………….
47
Agreement…………………………………
Introduction…………………………….
1
Approval Authorities……………………...
1.04(a)………………………………….
6
Audited Years……………………………..
14.18(a)…………………………………
50
Business Day………………………………
14.10……………………………………
48
Casualty Termination Notice……………...
9.03(b)………………………………….
39
Claims……………………………………..
5.01(d)………………………………….
16
Closing…………………………………….
8.01……………………………………..
32
Closing Costs……………………………...
8.04(a)(iv).……………………………...
36
Closing Date……………………………….
8.01(ii).…………………………………
32
Closing Payment…………………………..
2.01(c)(ii).………………………………
8
Code……………………………………….
5.01(m)………………………………....
21
Contracts…………………………………..
1.02(a)(v) ………………………………
4
DDP Expiration Date……………………...
4.02……………………………………..
15
DDP Termination Notice………………….
4.02……………………………………..
15
Damages…………………………………...
3.04(c) ………………………………….
13
Data Room………………………………...
4.01……………………………………..
15
Data Room Contracts……………………...
5.01(h).…………………………………
18
Deductible Amount………………………..
11.02(b) ………………………………..
41
Deed……………………………………….
8.02(a)(i).……………………………….
33
Deposit…………………………………….
2.03……………………………………..
9
Dresner…………………………………….
11.03(a)(i) ……………………………...
42
Effective Date……………………………..
Introduction……………………………
1
Environmental Law………………………..
5.01(l) ………………………………….
20
Escrow Agent……………………………...
2.03……………………………………..
9
Excluded Indebtedness…………………….
2.01(e)(i) ……………………………….
8
Excluded Property…………………………
1.02(a) ………………………………….
4
Existing Debt……………………………...
5.01(o) …………………………………
21
Existing Master Lease……………………..
Recitals…………………………………
1
Existing Master Tenant……………………
Recitals…………………………………
1
Facility…………………………………….
Recitals…………………………………
1
Facility Closing Payment………………….
2.01(c)(ii)……………………………….
8
Facility Indebtedness…………………..….
2.01(d)………………………………….
8
Facility Indebtedness Payoff Amount……..
2.01(d)……………………………...….
8
Facility Management……………………...
3.04(d)……………………………….....
14
Financial Information……………………..
5.01(g)(i) ……………………………….
17
Financial Statements………………………
5.01(g)(i) ……………………………….
17
Government Note………………………….
2.01(e)(iv) ……………………………...
8
Guaranties…………………………………
8.02(a)(xvi) …………………………….
34
Guaranty………………………………….
14.17……………………………………
49

v





Defined Term
Section
Page
HUD……………………………………….
8.01……………………………………..
32
HUD Lockout Fee…………………………
8.04(a)(i).……………………………….
35
Hazardous Materials………………………
5.01(l).………………………………….
21
Healthcare Regulatory Agency……………
1.04(b).…………………………………
6
IT Assets…………………………………..
1.04(d) …………………………………
6
Immaterial Contract………………………
5.01(h) …………………………………
18
Improvements……………………………..
1.01(a)(ii) ………………………………
2
Indemnity Period………………………….
11.02(a) ………………………………..
41
Initial Title Objections…………………….
3.02(a) ………………………………….
9
Inspection Engineer……………………….
6.01(l) ………………………………….
28
Inspections………………………………..
3.04(a) ………………………………….
12
Intellectual Property……………………….
1.04(c) ………………………………….
6
Knowledge………………………………...
14.04(e) ………………………………...
46
Known Misrepresentations………………..
5.02(a) ………………………………….
24
Land……………………………………….
1.01(a)(i)(D) …………………………...
2
Lease Guarantor…………………………...
1.02(b) …………………………………
5
Lease Parties……………………………....
7.01(d) …………………………………
30
Litigation………………………………….
5.01(d) …………………………………
16
Loan Documents…………………………..
5.01(o) …………………………………
21
Management Agreements…………………
5.01(h)(ii) ……………………………...
19
Master Lease………………………………
7.01(d) …………………………………
30
Master Lease Ancillary Documents……….
8.02(a)(xvi) …………………………….
34
Master Tenant……………………………..
7.01(d) …………………………………
30
Material Adverse Effect…………………...
7.01(e) ………………………………….
31
Material Initial Title Objections…………...
3.02(c) ………………………………….
10
Material Known Misrepresentation……….
5.02(a) ………………………………….
25
Material Title Objections………………….
3.02(d) …………………………………
11
Modification……………………………….
6.01(c) ………………………………….
27
NPIs……………………………………….
5.01(g)(iii) ……………………………..
18
New Master Tenant………………………..
7.01(d) …………………………………
30
New Title Objections……………………...
3.02(d) …………………………………
11
Non-Terminating Party……………………
13.02(a) ………………………………...
44
OFAC……………………………………...
5.01(n)(ii) ……………………………...
21
Obligations………………………………...
14.09……………………………………
48
Operational Assets………………………...
1.04(e) ………………………………….
6
Operator(s) ………………………………..
Introduction…………………………….
1
Operator Goodwill and Naming Rights…...
1.01(b)(ii) ……………………………...
3
Operator Lease…………………………….
Recitals…………………………………
1
Operator Permits…………………………..
1.01(b)(i)(B) …………………………...
3
Operator Property………………………….
1.01(b) …………………………………
3
Operator's Facility…………………………
Recitals…………………………………
1
Outside Date……………………………….
8.01(ii)………………………………….
31
Owner Seller(s) …………………………...
Introduction…………………………….
1
Owner Seller Appurtenant Property……….
1.01(a)(iii)(B) ………………………….
2
 
 
 

vi





Defined Term
Section
Page
Owner Seller Goodwill and Naming Rights
1.01(a)(v) ………………………………
2
Owner Seller Permits……………………...
1.01(a)(iv)(B) ………………………….
2
Owner Seller Property…………………….
1.01(a) ………………………………….
6
PII………………………………………….
1.04(g) …………………………………
6
PZR Reports……………………………….
3.01……………………………………..
9
Parent Guarantor…………………………..
Introduction…………………………….
1
Payoff Letters……………………………...
2.01(e)(ii) ………………………………
8
Permits…………………………………….
1.04(f) ………………………………….
6
Permitted Exceptions……………………...
3.02(f) ………………………………….
11
Plans……………………………………….
1.01(a)(vi) ……………………………...
3
Portfolio Purchase Price…………………...
2.01(a) ………………………………….
7
Premises Condition Reports……………….
6.01(l) ………………………………….
28
Pro Forma Title Policy…………………….
3.02(c) ………………………………….
10
Property……………………………………
1.02(b) …………………………………
5
Property Information………………………
4.01……………………………………..
15
Purchase Price……………………………..
2.01(a) ………………………………….
7
Purchaser………………………………….
Introduction…………………………….
1
Purchaser Knowledge Representatives……
14.04(f) ………………………………...
47
Purchaser Known Inaccuracy……………..
5.02(a) ………………………………….
24
Purchaser NDA……………………………
3.04(f) ………………………………….
14
Purchaser Parties…………………………..
11.01……………………………………
40
Purchaser's Conditions Precedent…………
7.01……………………………………..
30
Purchaser's Reimbursable Transaction
Costs………………………………………
5.02(a)(ii)(y) …………………………...
24
RCMC……………………………………..
1.02(b) …………………………………
5
REIT……………………………………….
14.19……………………………………
51
Registered Company………………………
14.18(a) ………………………………..
50
Regulatory Approvals……………………..
1.02(a)(vi) ……………………………..
5
Reimbursement Cap……………………….
5.02(a)(ii)(y) …………………………...
24
Rent Roll…………………………………..
1.02(a)(iv) ……………………………...
4
Representation Letter……………………...
14.18(a)(xii) ……………………………
50
Required PCR Repairs…………………….
6.01(l) ………………………………….
28
Resident Assets……………………………
1.04(h) …………………………………
7
Residents………………………………….
1.02(a)(iv) ……………………………...
4
SEC Filings………………………………..
14.18(a) ………………………………...
50
Schedule Supplement……………………...
5.02(b) …………………………………
25
Seller(s) …………………………………...
Introduction…………………………….
1
Seller Creditor……………………………..
2.01(e)(iii) ……………………………...
8
Seller Group……………………………….
3.04(c) ………………………………….
13
Seller Indebtedness………………………..
2.01(d) …………………………………
8
Seller Indebtedness Payoff Amount……….
2.01(d) …………………………………
8
Seller Knowledge Representatives………..
14.04(e) ………………………………...
48
Seller Known Inaccuracy………………….
5.02(a) ………………………………….
24
Seller Obligations…………………………
14.17……………………………………
49
 
 
 

vii





Defined Term
Section
Page
Sellers' Conditions Precedent………..…….
7.02……………………………………..
31
Sellers' Representative…………………….
3.04(d) …………………………………
14
Surveys…………………………………….
3.01(b) …………………………………
9
Tangible Personal Property………………..
1.02(a)(vii) ……………………………..
5
Terminating Party…………………………
13.02(a) ………………………………...
44
Third Party Payor………………………….
1.04(i)………………………………….
7
Title Commitments………………………..
3.01(a)………………………………….
9
Title Company…………………………….
2.03…………………………………….
9
Title Objection Expiration Date…………...
3.02(a).………………………………….
9
Trade Secrets………………………………
1.04(j).………………………………….
7
Transfer Taxes…………………………….
8.04(a)(iii)(B) ………………………….
36
Transferred Goodwill and Naming Rights...
1.01(b)(ii) ……………………………...
3
Transferred Permits………………………..
1.01(b)(i)(B) …………………………...
3
Transferred Property………………………
1.01(b) …………………………………
3
Unsatisfied Purchaser Condition………….
7.03(a) ………………………………….
31
Unsatisfied Sellers' Condition…………….
7.03(b) …………………………………
31
Warranties…………………………………
1.01(a)(viii) ……………………………
3



viii





PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made and entered into as of the 7 th day of June, 2018 (“ Effective Date ”), by and among the owner selling parties identified on Exhibit A attached hereto (referred to herein as “ Owner Seller ” or “ Owner Sellers ”), the operator parties identified on Exhibit A attached hereto (referred to herein as “ Operator ” or “ Operators ”), and TLG II, L.L.P., a Missouri limited liability partnership (“ Parent Guarantor ”), solely for the limited purposes set forth in Section 14.17 , and GAHC4 Missouri SNF Portfolio, LLC, a Delaware limited liability company, and its successors and assigns permitted hereunder (“ Purchaser ”).
RECITALS
WHEREAS , each Owner Seller is an affiliate of Parent Guarantor and owns that certain skilled nursing facility and/or residential care facility set forth opposite the name of such Owner Seller on Exhibit A (each, a “ Facility ”);
WHEREAS , each Operator is an affiliate of Parent Guarantor and (i) leases directly from the Owner Seller; or (ii) subleases from TLG III, L.L.P., as master tenant (“ Existing Master Tenant ”) pursuant to the terms and conditions of a HUD Facilities Master Lease (the “ Existing Master Lease ”), the Facility set forth opposite the name of such Operator on Exhibit A (each such Facility, the “ Operator’s Facility ”), in each case, pursuant to the Existing Master Lease or a separate facility lease agreement (each such lease hereinafter referred to as an “ Operator Lease ”);
WHEREAS , each Operator is also the licensed operator of such Operator’s Facility and the owner of certain of the Transferred Property used in the operation of such Facility;
WHEREAS , for purposes of this Agreement, each Owner Seller owning a Facility and the Operator operating such Facility are individually and collectively, as the context may require, referred to herein as “ Seller ,” and all of such parties together are referred to collectively herein as “ Sellers ”; and
WHEREAS , the parties desire to enter into this Agreement pursuant to which Purchaser will purchase, accept and assume from Sellers, and Sellers will sell, convey, transfer and assign to Purchaser, the Transferred Property, subject to and in accordance with the terms and conditions herein.
NOW, THEREFORE , in consideration of the recitals, and of the mutual agreements, representations, warranties, conditions and covenants herein contained, the parties hereto agree as follows:
ARTICLE 1
PURCHASE AND SALE OF PROPERTY
1.01     Purchase and Sale .
(a)    On the terms and conditions stated in this Agreement, Owner Sellers hereby agree to sell, convey, transfer and assign to Purchaser, and Purchaser hereby agrees to






purchase, accept and assume from Owner Sellers, all of the following described property of Owner Sellers (collectively, the “ Owner Seller Property ”), but excluding, in all cases, the Excluded Property:
(i)    fee simple title in and to each tract of land identified and described on Schedule 1.01(a)(i) , together with all of each Owner Seller’s respective right, title and interest, if any, in rights and appurtenances to the extent pertaining to such land, including, without limitation, each Owner Seller’s respective right, title and interest, if any, in and to the following: (A) all minerals, water, oil, gas and other hydrocarbon substances thereon; (B) all adjacent strips, streets, roads, alleys and rights‑of‑way, public or private, open or proposed; (C) all easements, privileges, development rights and hereditaments, whether or not of record; and (D) all access, air, water, riparian, solar power (but excluding any solar equipment, if any) and utility rights and wastewater, fresh water, storm sewer or other utilities capacity or service commitments and allocations, and all other rights and benefits to the extent running with such land and any and all other real property rights owned or leased by such Owner Seller with respect to such land; provided , however , that Purchaser shall not be obligated to assume any lease obligations therefor unless it elects to do so in writing (with respect to each Facility, collectively the “ Land ”);
(ii)    the buildings, improvements and structures owned by each Owner Seller (“ Improvements ”) and located on the Land (each Owner Seller’s Land and Improvements comprise such Owner Seller’s Facility, as defined in the recitals hereto);
(iii)    each Owner Seller’s right, title and interest in and to the following: (A) mechanical systems, facilities and fixtures owned by each Owner Seller and comprising a part of or attached to each Facility as of the Effective Date, and any additions to or replacements thereof as of the Closing Date, to the extent such items do not constitute Operational Assets; and (B) pylons and other signs located on the Land at each Facility, but only to the extent assignable by law and provided that Purchaser shall not be obligated to assume any lease obligations therefor unless it elects to do so in writing (collectively, the “ Owner Seller Appurtenant Property ”);
(iv)    to the extent assignable and except to the extent any of the following shall be deemed a Regulatory Approval, each Owner Seller’s interest in any and all Permits necessary and required for the ownership, planning, development, construction, maintenance or use of the Property, in each case, as (A) requested by Purchaser and consented to by Sellers in their reasonable discretion prior to the DDP Expiration Date; or (B) required by any Approval Authorities to be held by the fee owner of the Facilities or which otherwise run with the Land (collectively, the “ Owner Seller Permits ”);
(v)    all right, title and interest, if any, of each Owner Seller in and to the use of the Facility names listed on Exhibit A and any goodwill related thereto, to the extent assignable (collectively, the “ Owner Seller Goodwill and Naming Rights ”); provided , however , that notwithstanding the foregoing, Purchaser shall not be entitled to any right, title or interest of Sellers in any trade names, trademarks or other Intellectual Property containing the name “Reliant Care” or any derivative thereof;

2





(vi)    all right, title and interest of each Owner Seller in and to any construction plans and specifications and other architectural and engineering drawings relating to each Facility to the extent assignable; provided , however , that Purchaser shall not be obligated to assume any obligations with respect thereto unless it elects in writing to do so in its sole discretion (collectively, the “ Plans ”);
(vii)    all right, title and interest of each Owner Seller in and to any architectural and construction contracts, other design or development agreements, and/or related construction financing, relating to any Facility; provided , however , that Purchaser shall not be obligated to accept the assignment and/or assume any of the foregoing unless it elects in writing to do so in its sole discretion; and
(viii)    any guaranties, warranties and payment and performance bonds relating to each Facility, to the extent transferable and assignable, owned by an Owner Seller and received in connection with any construction, repair, maintenance or other services or materials performed or provided with respect to a Facility (collectively, the “ Warranties ”), a list of which Warranties is attached hereto as Schedule 1.01(a)(viii) .
(b)    On the terms and conditions stated in this Agreement, the Operators hereby agree to sell, convey, transfer and assign to Purchaser, and Purchaser hereby agrees to purchase, accept and assume from the Operators, all of the following described property of the Operators (collectively, the “ Operator Property ” and together with the Owner Seller Property, the “ Transferred Property ”), but excluding, in all cases, the Excluded Property:
(i)    to the extent assignable and except to the extent any of the following shall be deemed a Regulatory Approval, each Operator’s interest in any and all Permits necessary and required for the ownership, planning, development, construction, maintenance or use of the Transferred Property, in each case, as (A) requested by Purchaser and consented to by Sellers in their reasonable discretion prior to the DDP Expiration Date; or (B) required by any Approval Authorities to be held by the fee owner of the Facilities or which otherwise run with the Land (collectively, the “ Operator Permits ” and together with the Owner Seller Permits, the “ Transferred Permits ”);
(ii)    all right, title and interest, if any, of each Operator in and to the use of the Facility names listed on Exhibit A and any goodwill related thereto, to the extent assignable (collectively, the “ Operator Goodwill and Naming Rights ” and together with the Owner Seller Goodwill and Naming Rights, the “ Transferred Goodwill and Naming Rights ”); provided , however , that notwithstanding the foregoing, Purchaser shall not be entitled to any right, title or interest of Sellers in any trade names, trademarks or other Intellectual Property containing the name “Reliant Care” or any derivative thereof;
(iii)    to the extent assignable, all right, title and interest of each Operator in and to any Plans; provided , however , that Purchaser shall not be obligated to assume any obligations with respect thereto unless it elects in writing to do so in its sole discretion; and

3





(iv)    to the extent assignable, all right, title and interest of each Operator in and to any architectural and construction contracts, other design or development agreements, and/or related construction financing, for the improvement of any Facility and, to the extent assignable, any Warranties relating thereto; provided , however , that Purchaser shall not be obligated to accept the assignment and/or assume any of the foregoing unless it elects in writing to do so in its sole discretion.
1.02     Excluded Property .
(a)    Notwithstanding anything to the contrary contained in Section 1.01 , Sellers shall retain all of their right, title and interest in and to, and shall not sell, transfer, assign, convey or deliver to Purchaser their right, title and interest to any assets or other property other than the Transferred Property, including, without limitation, the following assets, whether related to a Facility or otherwise (collectively, the “ Excluded Property ”):
(i)    all accounts receivable, cash, cash equivalents, marketable securities, bank accounts, non‑loan related deposits, reserves and escrow funds of Sellers or their affiliates and all other revenue and income;
(ii)    all sums and/or any other amounts payable to any Seller with respect to any rate adjustments or other reimbursements from any Third Party Payor;
(iii)    each Seller’s books and records, including, but not limited to, organizational documents, minute books and other books and records relating to the maintenance and operation of such Seller as a legal entity, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data, sales material and records, strategic plans, internal financial statements and all marketing and promotional surveys, material and research;
(iv)    each Seller’s interest in occupancy and admission agreements and all amendments thereto (collectively, the “ Admission Agreements ”) with residents of each Facility (collectively, the “ Residents ”), a list of which Residents is attached hereto as Schedule 1.02(a)(iv) , which schedule shall be updated at the Closing (the “ Rent Roll ”), and all refundable deposits, if any, held by any Seller in connection with the Admission Agreements;
(v)    other than and excluding any Plans or Warranties, each Seller’s interest in all contract rights arising out of the management and operation of, or otherwise related to, each Facility, including, without limitation, each Seller’s interest in maintenance, commission, parking, supply and service contracts, personal property leases, contracts for the provision of healthcare services and the billing therefor, and other agreements related to each Facility that will remain in existence after the Closing (collectively, the “ Contracts ”);
(vi)    other than and excluding the Transferred Permits, all right, title and interest of each Seller in and to any Permits, including, without limitation, any Permits relating to

4





or affecting the Facilities, the provision of healthcare services thereon and/or the reimbursement of healthcare costs relating thereto (including, without limitation, the certificate of need, the nursing facility license and any Medicare/Medicaid or other Third Party Payor provider numbers held or to be held by such Operator) as set forth on Schedule 1.02(a)(vi) attached hereto (collectively, the “ Regulatory Approvals ”); provided , however , that the Regulatory Approvals shall not, to the extent required by applicable law, include any Permits to be held by the fee owner of the Land or which otherwise run with the Land;
(vii)    any and all tangible personal property owned by Sellers, whether held for use by Sellers in connection with the management and/or operation of the Facilities or otherwise, including, without limitation all IT Assets and Operational Assets (collectively, the “ Tangible Personal Property ”);
(viii)    other than and excluding the Transferred Goodwill and Naming Rights, all right, title and interest of each Seller in and to any Intellectual Property or other proprietary rights of any kind owned by any Seller or any of their respective affiliates; and
(ix)    any files, records or other information held by any Seller containing PII (or any derivative thereof).
In addition to the foregoing, and for the avoidance of doubt, the parties hereby acknowledge and agree that all Resident Assets shall be deemed Excluded Property.
(b)    The Transferred Property and the Excluded Property are sometimes referred to herein collectively as the “ Property .” Notwithstanding any language to the contrary set forth herein, Parent Guarantor, Existing Master Tenant and each Owner Seller shall transfer directly to the applicable Operator prior to the Closing Date, (i) any Excluded Property held by Existing Master Tenant, Parent Guarantor, Lease Guarantor or such Owner Seller and reasonably necessary and/or advisable for the operation of a Facility, as permitted by applicable law, and (ii) any Seller Indebtedness related deposits, reserves and/or escrows held in the name of an Owner Seller, if any. As used herein, “ Lease Guarantor ” means, individually and collectively as the context requires, Reliant Care Management Company, L.L.C., a Missouri limited liability company (“ RCMC ”) and any other affiliate parties to that certain Limited Guaranty of the Master Lease. For purposes of Article 5 , all references to Affiliated Party and Parent Guarantor shall be deemed to include Lease Guarantor, in each case, solely with respect to Lease Guarantor’s operation of the Facilities.
1.03     Retained Liabilities . Except as otherwise expressly set forth in Sections 3.04(c) and 11.03(b) of this Agreement, Purchaser will not assume or be liable for, and Sellers will retain and remain responsible for all debts, liabilities, guarantees, assurances, commitments and other obligations of Sellers, whether accrued or unaccrued, whether absolute or contingent, whether known or unknown, whether due or to become due, and regardless of when asserted.
1.04     Definitions . As used in this Article 1 and for all other purposes of this Agreement, the following terms shall have the meanings set forth below:

5






(a)    “ Approval Authorities ” shall mean any (i) federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self‑regulated organization or other non‑governmental regulatory authority or quasi‑governmental authority, in (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction, (ii) Healthcare Regulatory Agency, and/or (iii) Third Party Payor.
(b)    “ Healthcare Regulatory Agency ” means all agencies, boards, authorities, commissions, panels, bodies, accreditation organizations and governmental and quasi‑governmental authorities (to the extent that the rules, regulations or orders of the foregoing have the force of law) with jurisdiction over the healthcare operations at each Facility and the Regulatory Approvals related thereto.
(c)    “ Intellectual Property ” means all United States, foreign, multi‑national and other intellectual property and proprietary rights of any kind, including all: (i) patents, (ii) trademarks, service marks, certification marks, logos, trade dress, trade names, brand names, corporate names, domain names, and other indicia of commercial source of origin, (iii) copyrights and all copyrightable works (whether or not registered), (iv) Trade Secrets, (v) internet domain names, IP addresses and websites and the images, videos and data contained therein, (vi) copies and tangible embodiments of the foregoing (in whatever form or medium), and (vii) rights to past, present or future claims or causes of action arising out of or related to any infringement, dilution, misappropriation, improper disclosure or other violation of any of the foregoing, and all proceeds arising in connection therewith.
(d)    “ IT Assets ” means any telephones, routers, desktop computers, laptops, fixed and mobile computer storage devices, servers, network equipment, hardware and other electronic and information technology assets of any kind owned or leased by Sellers and used and/or held for use in connection with the management and operation of the Facilities.
(e)    “ Operational Assets ” means office, medical, food, housekeeping and laundry supplies, including without limitation, linens and draperies for each Facility, beds, equipment, medication and controlled substances; provided , however , that the foregoing shall exclude any Resident Assets.
(f)    “ Permits ” means all permits, licenses, franchises, approvals, accreditations, authorizations, registrations, certifications, entitlements, variances and similar rights from any (i) Approval Authorities (including utility providers), (ii) Healthcare Regulatory Agency, and/or (iii) Third Party Payor.
(g)    “ PII ” means (i) a combination of any information that identifies an individual with that individual’s sensitive and non‑public financial, health or other data or attribute, such as a combination of the individual’s name, address, or phone number with the individual’s social security number or other government issued number, financial account number, date of birth, address, biometric data, mother’s maiden name, or other personally identifiable information, (ii) any “non‑public personal information” as that term is defined in the

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Gramm‑Leach‑Bliley Act found at 15 USC Subchapter 1, § 6809(4), and (iii) “protected health information” as defined in the Health Insurance Portability and Accountability Act found at 45 CFR § 160.103.
(h)    “ Resident Assets ” means all tangible personal property and other assets owned by or under the control of individuals who are residents of any Facility.
(i)    “ Third Party Payor ” means Medicare, Medicaid, Tricare, Veteran’s Administration, commercial and private insurers, managed care company, employee assistance programs, HMOs, preferred provider organizations and any other governmental, quasi‑governmental, commercial, or other organization which maintains a healthcare reimbursement program or policy.
(j)    “ Trade Secrets ” means as all confidential, proprietary business information (including ideas, research and development, know‑how, techniques, technical data, designs, specifications, research records, studies, reports, records of inventions, pricing and cost information, financial information and business and marketing plans and proposals), in each case, whether or not reduced to written form.
ARTICLE 2
PURCHASE PRICE AND DEPOSIT
2.01     Purchase Price .
(a)     Portfolio Purchase Price . The purchase price to be paid by Purchaser to Sellers for the Transferred Property at the Closing shall be the aggregate amount equal to Eighty‑Eight Million Two Hundred Thousand and 00/100 Dollars ($88,200,000.00) (the “ Portfolio Purchase Price ”). For purposes of the Closing, the Portfolio Purchase Price will be allocated among each Facility in accordance with Schedule 2.01(a) and, for purposes of this Agreement, the allocation made to each Facility shall be referred to as such Facility’s respective “ Purchase Price ”. The Purchase Price will be paid in cash.
(b)     Facility Purchase Price Allocation . Each Facility’s respective Purchase Price shall be allocated among the Transferred Property of the Owner Seller and, with respect to any Operator Property, the applicable Operator of such Facility, as set forth on Schedule 2.01(b) . Purchaser and Sellers agree to file their respective tax returns, reports and forms, including, without limitation, to the extent applicable, Internal Revenue Service Form 8594, in a manner consistent with Schedule 2.01(b) and the agreed upon values.
(c)     Payment to Sellers at the Closing . At the Closing and subject to the conditions set forth herein, Purchaser shall deliver to the Escrow Agent for payment to each Owner Seller and Operator of a particular Facility an amount equal to (i) such Facility’s Purchase Price, as adjusted in accordance with the various prorations and adjustments set forth in Section 8.04 , minus (ii) the portion of the Deposit allocated to such Facility (plus any accrued interest) in accordance with Section 2.03 of this Agreement (which amount will be released to Sellers at the Closing by the Escrow Agent in accordance with the terms and conditions of this

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Agreement) (for each Facility, the “ Facility Closing Payment ” and, collectively for all Facilities, the “ Closing Payment ”). Subject to Section 2.01(d) , the Closing Payment and Deposit shall be paid to Sellers at Closing by the Escrow Agent by wire transfer of immediately available funds to a bank account or accounts designated in writing to the Escrow Agent by Sellers. Sellers shall cause the Escrow Agent to allocate each Facility Closing Payment among the Owner Seller of such Facility in a manner consistent with Schedule 2.01(a) .
(d)     Seller Indebtedness Payoff Amount . Other than and excluding the Excluded Indebtedness, Schedule 2.01(d) sets forth, as of the Effective Date, all of the outstanding indebtedness of Sellers and each of their respective affiliates to the extent that, in each case, such indebtedness is secured by an encumbrance on the Transferred Property and/or any Tangible Personal Property or otherwise constitutes or is secured by a guaranty by any Seller, Existing Master Tenant or Parent Guarantor (collectively, the “ Seller Indebtedness ” and, for each individual Facility to which such Seller Indebtedness relates, if any, the “ Facility Indebtedness ”). Facility Indebtedness shall also include all indebtedness evidenced by the Government Note, which shall be repaid and released or otherwise cancelled, dismissed or terminated at or prior to Closing. At the Closing, Purchaser and Seller shall jointly instruct the Escrow Agent to pay by wire transfer of immediately available funds to each Seller Creditor the outstanding principal balance, and the unpaid interest accrued thereon, as of the Closing Date with respect to the Seller Indebtedness, as evidenced by the Payoff Letters delivered to Escrow Agent prior to the Closing (for each individual Facility, the “ Facility Indebtedness Payoff Amount ” and collectively, the “ Seller Indebtedness Payoff Amount ”). In addition to the foregoing, except as otherwise expressly provided in Section 8.04(a)(i) with respect to the HUD Lockout Fee (hereinafter defined), Sellers shall be solely responsible for the payment and satisfaction of any and all fees, charges or costs in connection with the payment and satisfaction of the Seller Indebtedness Payoff Amount. The parties hereby acknowledge and agree that the Escrow Agent shall pay each individual Facility Indebtedness Payoff Amount from the funds delivered to the Escrow Agent pursuant to Section 2.01(c) and each such payment shall be deducted from the applicable Facility Closing Payment.
(e)    For purposes of this Agreement, (i) “ Excluded Indebtedness ” shall mean any indebtedness secured by liens constituting purchase money security interests or arising under capitalized leases as set forth on Schedule 2.01(e)(i) ; (ii) the “ Payoff Letters ” shall mean the payoff letters from each Seller Creditor, whereby such Seller Creditor agrees that upon payment of such Seller Creditor’s portion of the Seller Indebtedness Payoff Amount to the account designated by them, any encumbrances held by such Seller Creditor on any of the Transferred Property and Tangible Personal Property will be released and any guarantees or indemnities relating thereto terminated; (iii) “ Seller Creditor ” shall mean each creditor of Sellers with respect to the Seller Indebtedness; and (iv) “ Government Note ” shall mean, collectively, that certain Promissory Note issued July 5, 2017, by Reliant Care Group, L.L.C., et al., in favor of the United States of America, together with all related guaranties, security agreements and any other credit enhancements supporting the Promissory Note.
2.02     Intentionally Omitted .

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2.03     Deposit . Purchaser shall deliver by wire transfer of immediately available funds through the Federal Reserve System to an account designated in writing by First American Title Insurance Company, in its Los Angeles office located at 777 South Figueroa, Suite 400, Los Angeles, California 90017, Attention: Brian M. Serikaku (the “ Escrow Agent ” and the “ Title Company ”), unless Purchaser designates Old Republic National Title Insurance Company or another entity as the title insurance company prior to the DDP Expiration Date (in which case such designated entity shall be deemed the Title Company) the sum of Five Million Two Hundred Fifty Thousand and 00/100 Dollars ($5,250,000.00) (the “ Deposit ”) within three (3) Business Days following the Effective Date. Subject to the terms and conditions set forth in Article 13 of this Agreement, the Escrow Agent shall place the Deposit in a segregated, interest‑bearing institutional money market account with First American Trust for the benefit of Purchaser. The Deposit shall be allocated among the Facilities as set forth on Schedule 2.03 and in the event of any partial or complete termination of this Agreement as provided herein, the Deposit shall be adjusted and/or distributed as provided in this Agreement. The Deposit shall be non‑refundable to Purchaser after the DDP Expiration Date, except as otherwise specifically provided in this Agreement. One Hundred and 00/100 Dollars ($100.00) of the Deposit shall constitute independent consideration for this Agreement and shall not be refundable to Purchaser for any reason. Subject to the provisions set forth in Article 13 , at the Closing, the Deposit shall be released by the Escrow Agent and shall be paid to Sellers in accordance with the allocation set forth on Schedule 2.03, as it may be adjusted in accordance with the terms of this Agreement.
ARTICLE 3
TITLE AND SURVEY; ZONING
3.01     Title, Surveys and Zoning . Promptly following the Effective Date, Purchaser shall order a (a) title commitment issued by the Title Company for each Facility, together with legible copies of all instruments referred to in such title commitment (collectively, the “ Title Commitments ”); and (b) new or updated ACSM/ALTA Land Title Survey, certified to the 2016 standards, for each Facility, together with such optional items from Table A and certifications as Purchaser may request (collectively, the “ Surveys ”). Upon receipt of the updated Title Commitments and the Surveys, Purchaser shall promptly deliver the same to Purchaser’s third‑party zoning consultant, Sellers and their counsel, and request a new or updated zoning report for each Facility (collectively, the “ PZR Reports ”). Purchaser shall use commercially reasonable efforts to order and ensure receipt of all Title Commitments, Surveys and PZR Reports prior to the DDP Expiration Date. The Title Commitments, the Surveys, and the PZR Reports shall all be obtained at Purchaser’s sole cost and expense.
3.02     Title, Survey and Zoning Objections .
(a)    On or prior to the DDP Expiration Date (the “ Title Objection Expiration Date ”), Purchaser may notify Sellers in writing of any title, survey and/or zoning matters to which it objects (the “ Initial Title Objections ”). If prior to the Title Objection Expiration Date, Purchaser has not provided Sellers with notice of any Initial Title Objections, Purchaser shall be deemed to have waived its right to object to any title, survey and/or zoning matters set forth in the Title Commitments, Surveys and PZR Reports.

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(b)    Sellers shall have ten (10) Business Days after receipt of Purchaser’s Initial Title Objections notice to elect to cure (by endorsement or otherwise, except in the case of zoning matters, which shall not be deemed cured through title insurance) any of the Initial Title Objections relating to the Facilities and to deliver written notice of its election to Purchaser. Notwithstanding the foregoing or any other language to the contrary in this Agreement, Sellers shall have no obligation to cure any Initial Title Objections, and Sellers’ failure to deliver in a timely manner any such election notice shall be deemed an election not to cure any uncured Initial Title Objection. Subject to Section 3.02(d) below, all title exceptions set forth in the Title Commitments, all zoning matters set forth in the PZR Reports, and all survey matters set forth in the Surveys, other than the Initial Title Objections, and subject to the title endorsements and other requested changes to the Title Commitments and Surveys specified in writing by Purchaser in accordance with the terms of this Section 3.02 , shall be deemed Permitted Exceptions.
(c)    If Sellers elect, or are deemed to have elected, not to cure any Initial Title Objection relating to matters which Purchaser, in its good faith judgment, believes materially and adversely affects the use of a Facility as a skilled nursing facility, and which shall not include any of the Permitted Exceptions (the “ Material Initial Title Objections ”), Purchaser shall, within ten (10) Business Days after receiving notice or deemed notice from Sellers with respect to all Initial Title Objections, elect, by giving written notice to Sellers, (i) to terminate this Agreement with respect to any one (1) or more of the Facilities that are the subject of the Material Initial Title Objections that the applicable Sellers have elected not to cure, or (ii) to waive any such Material Initial Title Objections giving rise to Purchaser’s termination right (and such Material Initial Title Objections shall be deemed to be Permitted Exceptions). Notwithstanding the foregoing, in the event that Purchaser elects to terminate this Agreement with respect to any one (1) or more Facilities in accordance with this Section 3.02(c) , Sellers shall have the right, exercisable within ten (10) Business Days following any such termination, to notify Purchaser of its election to terminate this Agreement with respect to all other Facilities. Purchaser shall then have ten (10) Business Days upon receipt of such termination election to (A) accept Seller’s termination with respect to all other Facilities, or (B) waive any such Material Initial Title Objections giving rise to Purchaser’s termination right. Purchaser’s failure to timely give notice in accordance with the first sentence of this Section 3.02(c) shall be deemed a waiver of any such Material Initial Title Objections giving rise to Purchaser’s termination right. Prior to the expiration of its termination right, if any, under this Section 3.02(c) , Purchaser shall use commercially reasonable efforts to negotiate with the Title Company with respect to the preparation of a pro forma title policy acceptable to Purchaser for each Facility (each, a “ Pro Forma Title Policy ”), provided , however , that prior to finalizing any such Pro Forma Title Policy, Sellers shall have the reasonable opportunity to review and comment with respect to same, and the parties hereto shall use commercially reasonably efforts to mutually agree upon a final version of the legal descriptions of the Facilities to be set forth in the Pro Forma Title Policies.
(d)    If, prior to the Closing, any update or amendment of any Title Commitment reflects any new title or survey exception, or materially and adversely amends any exception previously approved by Purchaser, or materially and adversely amends the terms under which the Title Company is willing to issue any title policy, or if a Survey is materially and

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adversely amended, then Purchaser shall have ten (10) calendar days from the date it receives the updated Title Commitment and a legible copy of the new exception or Survey disclosing the same (and, if necessary, the Closing shall be postponed to provide for such ten (10) day period), to disapprove the same by written notice to Sellers (the “ New Title Objections ”). Upon Purchaser’s timely delivery to Sellers of notice of any New Title Objection, all references to Initial Title Objections and Material Initial Title Objections in Sections 3.02(b) and 3.02(c) shall be deemed to apply to the New Title Objections and the terms of such provisions shall apply to such New Title Objections. For purposes of this Agreement, the term “ Material Title Objections ” shall mean, collectively, the Material Initial Title Objections and any New Title Objections which Purchaser, in its good faith judgment, believes materially and adversely affects the use of a Facility in accordance with its permitted use under the terms of the Master Lease, and which shall not include any of the Permitted Exceptions.
(e)    If Purchaser does not, in accordance with the terms of Section 3.02(c) , terminate this Agreement with respect to a particular Facility pursuant to the existence of an uncured Material Title Objection by the expiration of the earlier of (i) ten (10) Business Days after Sellers’ election or deemed election not to cure any Material Title Objection at such Facility, or (ii) the Closing Date (as it may be extended pursuant to Section 3.02(d) , if applicable), then any such Material Title Objection shall be deemed to be a Permitted Exception. If Purchaser elects to terminate this Agreement with respect to any Facility in accordance with Section 3.02(c) , then (A) neither party shall have any further rights or obligations hereunder as to such Facility (other than any obligations of either party that expressly survive termination); (B) the portion of the Deposit allocable to the terminated Facility shall be reallocated by the Escrow Agent, pro rata, among the remaining Facilities in proportion to each such Facility’s respective Purchase Price as measured against the remaining balance of the Portfolio Purchase Price; and (C) the Portfolio Purchase Price will be reduced by the Purchase Price allocated to the terminated Facility. If Sellers elect to terminate this Agreement as to all Facilities and Purchaser does not waive the Material Title Objections giving rise to Purchaser’s termination right in accordance with Section 3.02(c) , then the Deposit shall be returned to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. Notwithstanding any language to the contrary in this Agreement, Purchaser’s failure to timely deliver a notice of termination pursuant to Section 3.02(c) shall not be deemed a waiver by Purchaser of any other rights of termination it may have as set forth in this Agreement.
(f)    Notwithstanding the foregoing, Purchaser shall not have the right to object to any of the following (and none of the following may constitute a Material Title Objection), all of which shall be deemed to be “ Permitted Exceptions ” hereunder: (i) matters created or consented to in a separate written consent executed and delivered by Purchaser in its sole discretion after the Effective Date; (ii) real estate taxes and assessments, water rates, water meter charges, sewer rates, sewer charges and similar matters imposed by any Approval Authorities (including, without limitation special improvement districts) which are not yet due and payable; (iii) such matters set forth on any Survey, Title Commitment or PZR Report for which Purchaser did not timely and properly object pursuant to this Section 3.02 ; (iv) all present and future Laws, ordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Approval

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Authorities, as now or hereafter existing or enforced (including those related to zoning and land use); (v) any exceptions caused by Purchaser, its agents, representatives or employees; (vi) the rights of any current or future Residents, as occupants only, under any Admission Agreements; and (vii) such other matters deemed to be Permitted Exceptions pursuant to Sections 3.02(b) , 3.02(c) , 3.02(e) and 3.03 . Notwithstanding any language to the contrary set forth herein, each Seller shall be obligated, at its sole cost and expense (except as otherwise expressly provided in Section 8.04(a)(i) with respect to the HUD Lockout Fee), to satisfy at or prior to the Closing, all monetary encumbrances affecting a Facility or other related Property evidenced by mortgages or deeds of trust, UCC filings, tax liens, judgments, mechanic’s liens or other liens or fixed sum charges (except for those liens securing the Excluded Indebtedness, as defined in Section 2.01(e) ), and Sellers shall authorize Escrow Agent to use the Purchase Price or a portion thereof allocable to the Facility for which such monetary liens exist to pay and discharge the same at the Closing.
3.03     Failure to Cure Title Objections . If any Seller undertakes to cure or attempt to cure any Material Title Objection with respect to which Purchaser has given timely and proper notice of objections pursuant to Section 3.02 but at or prior to the Closing such Seller is unable to effect such cure, after using reasonable efforts to do so, then Purchaser shall have the right to (a) accept such matters as such Seller shall have failed to cure and proceed to purchase the Facility subject to such uncured matters, in which event such uncured matters shall constitute additional Permitted Exceptions, or (b) terminate this Agreement with respect to any one (1) or more of the applicable Facilities by written notice to Sellers. Notwithstanding the foregoing, in the event that Purchaser elects to terminate this Agreement with respect to any one (1) or more Facilities in accordance with this Section 3.03 , Sellers shall have the right, exercisable within ten (10) Business Days following any such termination, to notify Purchaser of its election to terminate this Agreement with respect to all other Facilities. Purchaser shall then have ten (10) Business Days upon receipt of such termination election to notify Seller of its acceptance of Seller’s termination or to waive any such failures by Sellers to cure and proceed to the Closing. In the event that pursuant to this Section 3.03 , this Agreement is (i) terminated in whole, the Deposit shall be returned to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, except for any obligations that expressly survive termination; or (ii) partially terminated, the portion of the Deposit applicable to each terminated Facility shall be reallocated among the remaining Facilities and neither Purchaser nor Sellers shall have any further rights or obligations hereunder with respect to such terminated Facilities (other than any obligations of either party that expressly survive termination).
3.04     Access .
(a)    Subject to the terms of this Section 3.04 , from and after the Effective Date until the earlier of the DDP Expiration Date or earlier termination of this Agreement, Purchaser and its agents and contractors shall have the right, at Purchaser’s sole cost and expense, to enter any Facility for the purpose of making such tests, inspections, facility management and administrative interviews and document reviews (collectively, “ Inspections ”) as Purchaser deems necessary in connection with this Agreement, subject to the terms and conditions set forth herein. Each Seller shall use commercially reasonable efforts to assist

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Purchaser in arranging such Inspections in respect of any Facility owned or operated by such Seller at no cost to such Seller.
(b)    Purchaser and its agents and contractors shall not undertake any Inspections or perform any other activities at the Facilities without first obtaining Sellers’ prior consent thereto via email to Robert Craddick at RCraddick@reliantcaremgmt.com, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall give Sellers at least two (2) Business Days advance notice when requesting to undertake Inspections or perform any other activities at the Facilities. For the avoidance of doubt, Sellers’ failure to consent to any Inspections or the performance of any other activities at any Facility shall not be deemed unreasonable if Sellers, in their sole discretion, determine that the Inspections or such other activities that Purchaser or its agents desire to conduct at such Facility would be reasonably likely to create liability for any Seller or unreasonably interfere with or unreasonably interrupt the operation of such Facility. Purchaser shall provide Sellers with a description of the Inspections proposed to be conducted at the Facilities, together with, upon request by Sellers, insurance certificates reflecting insurance coverage in connection with such Inspections reasonably acceptable to Sellers, and shall deliver such description and insurance certificates to Seller via email to Robert Craddick at RCraddick@reliantcaremgmt.com. The Inspections shall be performed by licensed, insured parties reasonably acceptable to Sellers. Sellers hereby acknowledge and agree that the following parties performing the Inspections shall be deemed acceptable to Sellers: EMG Corporation, Pixis, LLC and Zoning Reports, LLC.
(c)    Purchaser covenants that all Inspections shall be performed in a good and workmanlike fashion during normal business hours, and in a manner that minimizes any inconvenience to, or interruption of, the normal use and enjoyment of the Facilities and further covenants that at the conclusion of the Inspections, Purchaser shall restore the Facilities to at least the same condition such Facilities were in prior to the commencement of the Inspections, including, without limitation, the removal of any and all equipment necessary for Purchaser’s performance of the Inspections. Purchaser shall not permit any liens to attach to any Facility by reason of the exercise of its rights pursuant to this Section 3.04 and shall indemnify, defend and hold harmless Sellers, the Affiliated Parties and each of their respective affiliates, officers, directors, employees, partners, shareholders, members, managers and any other person having a direct or indirect ownership interest in any Seller, Affiliated Party or any of their respective affiliates (together with the successors and assigns of each of the foregoing, individually and collectively, the “ Seller Group ”) from any out‑of‑pocket losses, damages, liabilities, deficiencies, Claims, amounts paid in settlement, judgments, awards, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “ Damages ”) incurred by the Seller Group and caused by Purchaser, Inspection Engineer or their respective agents, contractors and/or representatives in connection with the Inspections and/or the completion of the Premises Condition Reports. For purposes of this Agreement, “Damages” shall not include any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation, diminution of value or any damages based on any type of multiple. The foregoing indemnity obligations shall survive the Closing or earlier termination of this Agreement for a period of twenty‑four (24) months. Notwithstanding the foregoing, in no event shall the indemnity of this Section include the mere discovery of

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pre‑existing conditions disclosed by Purchaser’s investigations or any damages caused by Seller or Seller’s negligence or willful misconduct (or by any other Seller Group party or its negligence or willful misconduct). For purposes of clarification, and as only one example, Purchaser will not be deemed to have engaged in the “mere discovery of pre‑existing conditions” if, in addition to identifying said pre‑existing conditions, Purchaser were to provide notice of such conditions to any third party.
(d)    Sellers shall be entitled to have a representative (as designated by Sellers from time to time, each a “ Sellers’ Representative ”) present during all visits to the Facilities by Purchaser or its agents or representatives. During and following any such Inspections, Purchaser shall direct all requests for information about the Property through a Sellers’ Representative. Purchaser’s access to on‑site personnel shall be limited to meeting with the chief administrator and property manager at each Facility, and any replacement thereof to the extent the position or title of any such person changes prior to the Closing (collectively, the “ Facility Management ”), unless otherwise approved by Sellers or Sellers’ Representative. Purchaser shall instruct and advise its agents and representatives visiting a Facility not to reveal to any personnel of any Seller (other than Sellers’ Representative and the Facility Management) that such visit and related activity is being conducted in connection with a proposed purchase of the Transferred Property and shall instruct its agents and representatives to direct all questions regarding their presence to Sellers’ Representative and the Facility Management. Notwithstanding anything herein to the contrary, Purchaser shall use commercially reasonable efforts not to interfere unreasonably with any operations of any Seller at any Facility or unreasonably disturb or interfere with any Resident’s rights or occupancy at any Facility, and Purchaser will not contact any Residents or employees of any Facility, without first obtaining the written consent (which may be via electronic mail) of a Sellers’ Representative.
(e)    At all times prior to the Closing and in connection with the Inspections, Purchaser agrees to maintain at its own expense (and to cause its agents and contractors to maintain) and, upon request, provide evidence to Sellers of the following insurance policies: (i) commercial general liability insurance in a form satisfactory to Sellers, with a combined single limit for property damage and bodily injury of not less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence, and (ii) workers’ compensation coverage for the employees or and agents of any party (including, without limitation, Purchaser) engaging in the Inspections in accordance with applicable Law. Such evidence shall be in the form of certificates of said policies in form reasonably acceptable to Sellers, which shall be delivered to Sellers prior to the date of any Inspection to be performed hereunder.
(f)    Purchaser shall use commercially reasonable efforts to promptly furnish Sellers with copies of all reports issued as a result of the Inspections by delivery of same to Sellers’ attorneys, Vincent J. Garozzo and L. Taylor Hall, Greensfelder, Hemker & Gale, P.C., 10 South Broadway, Suite 2000, St. Louis, MO 63102, Email: vjg@greensfelder.com and lth@greensfelder.com , respectively. Any such reports as well as all other results, findings or documentation obtained by Purchaser in connection with the Inspections shall be subject to the terms and conditions of that certain Non-Disclosure Agreement dated May 2, 2018 signed by American Healthcare Investors, LLC (the “ Purchaser NDA ”).

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ARTICLE 4
PROPERTY INFORMATION; DUE DILIGENCE PERIOD TERMINATION
4.01     Property Information . Purchaser hereby acknowledges and agrees that as of the Effective Date, Sellers have delivered (including by way of the electronic data room located at http://www.greensfelder.firmex.com (the “ Data Room ”)) copies of all material due diligence items and materials relating to the Facilities and Property, including, without limitation, copies of all of the information set forth on Schedule 4.01 for each Facility, to the extent such information exists and is in Sellers’ possession or reasonable control (collectively, the “ Property Information ”). The Property Information shall be considered Evaluation Material (as defined in the Purchaser NDA). In providing the Property Information to Purchaser, neither Sellers, nor any of their affiliates nor any of their respective employees, agents and/or representatives makes any representation or warranty, express, written, oral, statutory or implied, and all such representations and warranties are hereby expressly excluded and disclaimed by all parties, except as provided in Section 5.01 and the Deeds. Any Property Information provided by any Seller to Purchaser pursuant to the terms of this Agreement is for informational purposes only, and Purchaser shall not in any way be entitled to rely upon the accuracy of the Property Information. Notwithstanding the foregoing, the parties hereby acknowledge and agree that all Property Information shall be provided to Purchaser in the Data Room.
4.02     Due Diligence Period Termination . Purchaser may terminate this Agreement by delivering written notice to Sellers (a “ DDP Termination Notice ”) for any reason or for no reason at any time from the Effective Date until the date that is forty‑five (45) days after the Effective Date (the “ DDP Expiration Date ”). If, by the DDP Expiration Date, Purchaser fails to deliver a DDP Termination Notice to Sellers, such failure shall be deemed an election by Purchaser to proceed with the transactions contemplated hereby with respect to the applicable Facilities, subject to the terms and conditions of this Agreement. Upon timely delivery of the DDP Termination Notice, this Agreement shall automatically terminate with respect to all (but not less than all) of the applicable Facilities, in which event the Deposit shall immediately and uncontestably be returned to Purchaser and neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. Notwithstanding anything herein to the contrary, Purchaser’s failure to timely deliver a DDP Termination Notice shall not be deemed to be a waiver by Purchaser of any other rights of termination it may have as set forth herein.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.01     Representations and Warranties of Sellers . Each Owner Seller and Operator of a particular Facility, jointly and severally, solely as between themselves and solely with respect to the Facility and other Property owned and/or operated by them, hereby represent and warrant to Purchaser the following as of the Effective Date and as of the Closing Date, which representations and warranties shall survive the Closing for a period of one (1) year from and after the Closing Date (for the avoidance of doubt, any reference in this Section 5.01 to (i) “Sellers”, “Owner Sellers” or “Operators” shall refer solely to each Seller, Owner Seller or Operator in their individual capacity; and (ii) “Facilities” or “Transferred Property” shall refer

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solely to the particular Facility and the Transferred Property owned and/or operated by such Seller, Owner Seller or Operator).
(a)     Organization . Each Seller is, as applicable, a limited liability company, limited partnership or corporation which has been duly organized and is validly existing (and in good standing) under the laws of the State of Missouri, and is duly qualified to transact business in the State of Missouri.
(b)     Authority/Consent . Each Owner Seller is the sole owner of the fee simple interest in and to the Facility set forth opposite the name of such Owner Seller on Exhibit A and the Land on which it is situated, and has fee simple title to the same. Each Owner Seller and Operator have good title to all of their respective other Transferred Property. The Sellers possess all requisite power and authority, and have (or, as of the Closing, will have) (i) taken all actions required by their organizational documents and applicable law; and (ii) obtained all necessary consents (other than any required Regulatory Approvals, which, as of the Closing Date, will have been obtained or waived by Purchaser) to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Each individual executing this Agreement on behalf of Sellers is duly authorized to do so, and this Agreement is binding and enforceable against Sellers in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, arrangement, modification or other laws affecting the rights of creditors generally.
(c)     No Conflicts . Except as set forth in Schedule 5.01(c) and to Sellers’ Knowledge, the execution of this Agreement and the consummation of the transactions contemplated hereby by Sellers, Master Tenant and Parent Guarantor, as applicable, do not, and at the Closing will not, result in a breach of any of the terms or provisions of, or constitute a default or a condition which upon notice or lapse of time or both would ripen into a default under any Admissions Agreements, Contracts or any other indenture, agreement, instrument or obligation to which any Seller is a party or, to Sellers’ Knowledge, by which the Property or any portion thereof is bound; and does not, and at the Closing will not, to Sellers’ Knowledge, constitute a violation of any Laws, Permits, or Regulatory Approvals. Except as set forth in Schedule 5.01(c) or as would not have a Material Adverse Effect, no consent, approval or other action of, or filing on registration with, any Approval Authority is required on any Seller’s behalf with respect to the transactions provided for herein.
(d)     Litigation . Except as disclosed on Schedule 5.01(d) , no litigation, arbitration, mediation, action, suit, hearing, investigation, proceeding (including, without limitation, any condemnation action) or other Claim (collectively, “ Litigation ”) is pending or, to Sellers’ Knowledge, is threatened in writing that concerns or involves Sellers, Master Tenant, Parent Guarantor or the Facilities, nor are there any unpaid or unsatisfied judgments, orders, penalties or other amounts owed by any of the foregoing in respect of any such Litigation. “ Claims ” means any demands, action, cause of action, lawsuit, arbitration, proceeding, investigation, allegation of violation of Laws, litigation or claim, including, without limitation, any claim for damage to property or injury to or death of any person or persons, commenced, brought, conducted or heard by or before, or otherwise involving any Approval Authorities. The disclosure of any matters on Schedule 5.01(d) shall in no way release Sellers, Master Tenant, or

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Parent Guarantor from responsibility for any such Claims, and Purchaser shall in no way be deemed to have assumed responsibility for any such Claims, either by virtue of receipt of such notice or the occurrence of the Closing.
(e)     Bankruptcy . No Seller or any Affiliated Party has (i) made any general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition in bankruptcy by such Seller’s or any Affiliated Party’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of such Seller’s or any Affiliated Party’s assets, (iv) admitted in writing its inability to pay its debts as they come due, (v) made any offer of settlement, extension or compromise to its settlers generally, or (vi) considered doing or undertaking or planned to do or undertake any of the foregoing in the past eighteen (18) months. Furthermore, no bankruptcy, insolvency, reorganization or similar action or proceeding, whether voluntary or involuntary, is pending or, to Seller’s Knowledge, has been threatened against such Seller or any Affiliated Party, and no Seller or any Affiliated Party has any intention of filing any such action or proceeding.
(f)     Other Sales Agreements . Other than this Agreement, no Seller nor any Affiliated Party has entered into any other contract to sell the Transferred Property, the Excluded Property or any part thereof, other than any de minimis tangible personal property sold in the ordinary course of any such Seller’s or Affiliated Party’s business.
(g)     Rent Roll; Financial Information .
(i)    To Sellers’ Knowledge, all information set forth in the Rent Roll attached hereto as Schedule 1.02(a)(iv) and the Financial Statements (collectively, the “ Financial Information ”) is true, correct and complete in all material respects as of the date hereof (and, with respect to the Rent Roll, as updated and presented at the Closing, as of the Closing Date) and fairly presents the financial position of Sellers, Master Tenant and Parent Guarantor as of the dates listed therein. All such Financial Information, where applicable, has been prepared in a manner consistent with Sellers’ historical accounting methods and the practices, principles, policies and procedures applicable thereto applied on a consistent basis throughout the period involved. For purposes of this Section 5.01(g)(i) , the “ Financial Statements ” shall mean (A) with respect to each Owner Seller, the reviewed (but unaudited) financial statements of such Owner Seller, consisting of the balance sheet of such Owner Seller as of December 31 in each of the years 2017 (excluding the Eastview Owner Seller), 2016 and 2015 and the related statements of income and retained earnings, equity and cash flow for the years then ended; (B) with respect to each Operator (excluding the Eastview Operator), the audited financial statements of such Operator, consisting of the balance sheet of such Owner Seller as of December 31 in each of the years 2017, 2016 and 2015 and the related statements of income and retained earnings, equity and cash flow for the years then ended; and (C) with respect to the Eastview Operator, the reviewed (but unaudited) financial statements of the Eastview Operator, consisting of the balance sheet of the Eastview Operator as of December 31 in each of the years 2017, 2016 and 2015 and the related statements of income and retained earnings, equity and cash flow for the years then ended.

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(ii)    Except for the Admission Agreements in respect of the Residents listed on the Rent Roll, each Operator Lease (including, without limitation, the Existing Master Lease for the Facilities leased by the applicable Owner Sellers to Existing Master Tenant, as set forth on Exhibit A ), any matters of record shown in the Title Commitments and such other matters set forth on Schedule 5.01(g)(ii) , there are no resident agreements, occupancy agreements, leases, subleases or license agreements for the use or occupancy of the Facility, and no Seller or, if applicable, Master Tenant, has entered into any leases, letters of intent or other written agreements now in effect to lease their respective Facility, in whole or in part, to any party other than Purchaser or its designee in connection with the Master Lease and there are no adverse or other parties in possession of the Property. Sellers shall certify and deliver to Purchaser at the Closing an updated Rent Roll effective as of a date no earlier than three (3) Business Days prior to the Closing.
(iii)    To Sellers’ Knowledge, all material Permits held by the Facilities; all provider numbers, including Medicare, Medicaid and National Provider Identifiers (collectively, “ NPIs ”) currently used by the Facilities; all state and federal surveys and plans of correction; Medicare and Medicaid censuses; documentation related to Resident care reports, and any and all corporate integrity agreements, settlement agreements and related documents, in each case, uploaded by or on behalf of each Seller onto the Data Room are true, correct and complete in all material respects. To Sellers’ Knowledge, Sellers have delivered to Purchaser or uploaded onto the Data Room true, correct and complete (in all material respects) copies of Sellers’ form of Admission Agreement, each Operator Lease and the Existing Master Lease and a chart reflecting the organizational structure of Sellers, Existing Master Tenant and Parent Guarantor, a copy of which is attached hereto as Schedule 5.01(g)(iii) .
(iv)    The Regulatory Approvals have not been transferred to any location other than the respective Facility to which they relate, have not been pledged as collateral security (except as collateral for Seller Indebtedness, which shall be paid in full and all collateral released on or prior to Closing), and are held free from restrictions or known conflicts that would materially impair the use or operation of any Facility as intended, and are not provisional or probationary.
(h)     Contracts . To Sellers’ Knowledge, except for any Immaterial Contracts and each of the Contracts available to Purchaser in the Data Room as of the date hereof, which to Sellers’ Knowledge, are, except as set forth on Schedule 5.01(h) , true, correct and complete in all material respects (the “ Data Room Contracts ”), there are no material personal property leases or license agreements, or construction, employment, management, service, healthcare provider, billing, Third Party Payor, supply or other similar contracts in effect entered into by Sellers or binding on Sellers or the Facility or otherwise relating to the Property. To Sellers’ Knowledge, the Data Room Contracts (excluding any Immaterial Contracts included therein) have been entered into, and are being carried out and enforced, in compliance with all Laws. To Sellers’ Knowledge, except as set forth on Schedule 5.01(h), there are no material defaults or threatened in writing defaults under any of the Data Room Contracts (excluding any Immaterial Contracts included therein), and no event or condition has occurred or exists, which with the passage of time, notice, or both could constitute a material default under any of the Data Room Contracts. For purposes of this Agreement, “ Immaterial Contract ” shall mean any contract (i) reasonably

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expected to result in future payments by the Seller Group of an amount less than Thirty‑Five Thousand and 00/100 Dollars ($35,000.00) per annum; and (ii) which is terminable within ninety (90) days’ notice without payment of premium or penalty; provided , however , “Immaterial Contracts” shall expressly exclude any contracts by and between any Seller and an Affiliated Service Party or RCMC, including without limitation, those certain management agreements identified on Exhibit K attached hereto and incorporated herein by reference, including any amendments, supplements, modifications or replacements thereof (the “ Management Agreements ”).
(i)     Utilities and Assessments . To Sellers’ Knowledge, Sellers have received no written notice that there are unpaid and delinquent assessments for public improvements, including, without limitation, any and all water, sewer, gas, electric, telephone and drainage facilities, against the Facilities.
(j)     Permits and Warranties . To Sellers’ Knowledge, (i) the list of Permits, Regulatory Approvals set forth on Schedule 1.02(a)(iv) and Warranties set forth on Schedule 1.01(a)(viii) attached to this Agreement are true, correct and complete in all material respects, and (ii) Sellers have delivered to Purchaser or uploaded onto the Data Room true and complete (in all material respects) copies of the Permits, Regulatory Approvals and Warranties set forth on such schedules (to the extent same are in Sellers’ possession or reasonable control).
(k)     Violations of Law or Governmental Agreements .
(i)    To Sellers’ Knowledge, each of Sellers and the Affiliated Parties and the use and operation of the Facilities by Sellers, including, without limitation, the provision of healthcare services and the billing therefor, are in compliance, in all material respects, with all applicable laws, statutes, moratoria, initiative, referenda, ordinances, rules, orders, regulations, codes, standards and orders promulgated by any Approval Authorities over Seller or the Facility or the operations thereof (collectively, “ Laws ”), including, without limitation:
(A)    all applicable building codes, environmental, zoning, subdivision, and land use Laws and the Americans with Disabilities Act;
(B)    the Healthcare Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder; and
(C)    all Regulatory Approvals and requirements of Healthcare Regulatory Agencies and other Approval Authorities having jurisdiction over the operation of the Facility, including, without limitation, (i) staffing requirements, (ii) health and fire safety codes and standards, including quality and safety standards, (iii) accepted professional standards and principles that apply to professionals providing services in such Facility, (iv) federal, state or local laws, rules, regulations or published interpretations or policies relating to the prevention of fraud and abuse, (v) insurance, reimbursement and cost reporting requirements, (vi) government payment program requirements and disclosure of ownership and related information requirements, and (vii) requirements of the applicable state department of health or equivalent and all other federal, state, or focal governmental authorities, including, without limitation, those

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relating to such Facility’s physical structure and environment, licensing, quality and adequacy of medical care, distribution or pharmaceuticals, rate setting, equipment, personnel, operating policies, additions to facilities and services and fee splitting, and any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided at the Facility.
(ii)    Except as may be disclosed on Schedule 5.01(k)(ii) , neither Seller nor any Affiliated Party has received written notice in the last three (3) years from any private party or governmental authority, including any Approval Authority, advising Seller or any Affiliated Party of, or alleging a violation of any Law in connection with the Facilities (including, without limitation, the provision of healthcare services and the billing therefor and the conduct of any other business operations thereon). Neither Seller nor any Affiliated Party has entered into any material settlements, commitments or agreements with any Approval Authorities affecting such Property, and neither Seller nor any Affiliated Party is otherwise the subject of an investigation or corporate integrity agreement by any Approval Authorities, except as disclosed on Schedule 5.01(k)(ii) .
(iii)    Tenant has in place policies and procedures to maintain all patient and resident records at each Facility, including patient and/or resident account records, in material compliance with applicable Laws and professional standards.
(l)     Environmental Laws . Except with respect to issues, if any, disclosed on Schedule 5.01(l) or in those certain environmental reports uploaded onto the Data Room as of the Effective Date and any Inspections received by Purchaser in accordance with Section 3.04 of this Agreement, to Sellers’ Knowledge, (i) Seller does not use or permit such Facility to be used in a manner which violates any Environmental Law (as hereinafter defined), nor has Seller done so in the past and Seller has not received written notice that such Facility is in violation of any Environmental Law, (ii) during Seller’s term of ownership, such Facility has not been used for the storage, treatment or disposal of Hazardous Materials (as hereinafter defined) in such a manner that would reasonably be expected to result in a violation of Environmental Law, other than medical wastes, equipment, cleaning solutions, maintenance materials and other products customarily used or stored incidental to the operation or maintenance of such Facility and all in compliance with Environmental Law, (iii) no storage tanks have been or are currently located at such Facility in violation of Environmental Law, except for any propane tanks and oxygen tanks used in the ordinary course of business at such Facility in compliance with Environmental Law, and (iv) Seller has no Knowledge of any discharge, seepage or release of Hazardous Materials onto the Facility from adjoining property. As used herein, the term “ Environmental Law ” means any law, statute, ordinance, rule, regulation, order or determination of any governmental authority or agency having jurisdiction over or otherwise affecting the Property and pertaining to health or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., and the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., all as presently or hereafter amended. To Seller’s Knowledge, neither Seller nor any Affiliated Party has received notice that the Property

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or any portion thereof contains any form of toxic mold. As used herein, “ Hazardous Materials ” means all flammable substances, explosives, radioactive materials, pollutants, contaminants, medical waste materials, petroleum, petroleum products, asbestos, polychlorinated byphenyls, lead paint, hazardous or toxic materials or any related hazardous materials or substances defined as “extremely hazardous substances,” “hazardous substances,” “hazardous waste,” “hazardous materials,” “toxic substances,” “infectious waste” or “medical waste,” in any Environmental Law or in the regulations adopted and publications promulgated pursuant to said Environmental Laws.
(m)     Foreign Person . Seller is not a “foreign person,” “foreign trust” or “foreign corporation” within the meaning of the United States Foreign Investment in Real Property Tax Act of 1980 and the Internal Revenue Code of 1986, as amended (the “ Code ”), and upon consummation of the transaction contemplated hereby, Purchaser will not be required by the Code to withhold from the Purchase Price any withholding tax.
(n)     No Prohibited Persons . Neither Seller nor any Affiliated Party, nor their respective equity owners, is a person or entity: (i) that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order 13224 issued on September 24, 2001 (“ EO13224 ”); (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums, including, without limitation, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); (iii) who commits, threatens to commit or supports “terrorism,” as that term is defined in EO13224; or (iv) who is otherwise affiliated with any entity or person listed above. Notwithstanding anything herein to the contrary, the foregoing representation shall not apply to the beneficiaries of any pension plan affiliated with Seller.
(o)     Loans . The principal balance of the Seller Indebtedness (collectively, the “ Existing Debt ”), in each case, as of the date hereof, is estimated to be as shown on Schedule 5.01(o) , which amounts shall be adjusted and confirmed in the Payoff Letters at the Closing. Sellers have delivered or made available to Purchaser true, correct and complete copies of the loan documents evidencing the Existing Debt (collectively, the “ Loan Documents ”). The Loan Documents are in full force and effect, and no Seller nor any Affiliated Party (to the extent a party thereto or otherwise bound) has received written notice of its default thereunder and, to Sellers’ Knowledge and except as set forth on Schedule 5.01(o) , there are no existing events or conditions that would give rise to a default by any Seller, Existing Master Tenant or any other lender under the Loan Documents after the passage of time or the giving of notice. Between the date of this Agreement and the Closing Date, each Seller shall perform (and shall cause Existing Master Tenant to perform) in all material respects its obligations in accordance with the Loan Documents.
(p)     CCRs . To Sellers’ Knowledge, no Seller nor any Affiliated Party has received any written notice from and there are no grounds for, any association, declarant or easement holder requiring the material correction of any condition with respect to the Land and Improvements, or any part thereof, by reason of a violation of any covenants, conditions or

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restrictions recorded against the Land, or otherwise asserting any material violation of any such covenants, conditions or restrictions.
(q)     Zoning and Parking . To Sellers’ Knowledge, the Transferred Property is properly zoned for its current use and operation, except as set forth on Schedule 5.01(q) . There is no pending or, to Sellers’ Knowledge, threatened, request, application or proceeding to alter or restrict the zoning or otherwise restrict the current use of each Facility. To Sellers’ Knowledge, there is no plan, study or effort by any governmental authority or agency or any private party or entity that would adversely affect the authorization of the current use and operation of the Transferred Property for zoning purposes. To Sellers’ knowledge, the Transferred Property contains sufficient on‑site parking in compliance with all Laws, except as set forth on Schedule 5.01(q) .
(r)     Permits and Regulatory Approvals .
(i)    Each Facility is a duly licensed and operated as a skilled nursing facility and/or residential care facility, with the number of licensed beds set forth on Schedule 5.01(r)(i) attached hereto and incorporated herein, in compliance with all Laws, Permits and Regulatory Approvals. Each Owner Seller or Operator, as the case may be, has obtained all Permits and Regulatory Approvals required to own and operate such Facility as owned and operated currently, and in the manner contemplated under the Master Lease, and all such required Permits and Regulatory Approvals remain in full force and effect, and to Sellers’ Knowledge, without breach. Subject to satisfaction of the conditions set forth in Section 7.01 and Section 7.02 , to Sellers’ Knowledge, the transactions contemplated herein will not jeopardize or threaten the validity of any Permit or Regulatory Authority.
(ii)    Except for any applicable notices, surveys or other documentation provided in the Data Room or as otherwise set forth on Schedule 5.01(r)(ii) , Sellers and the Affiliated Parties have not at any time during the past five (5) years received any written notice of and, to Sellers’ Knowledge, no Approval Authority alleges or has determined that the ownership and operation of the Facilities as currently owned and operated and in the manner contemplated under the Master Lease has failed or will fail to comply with or has otherwise revoked or suspended (or threatened in writing to revoke or suspend), permanently or temporarily, any Permit or Regulatory Approval.
(iii)    The NPI, Medicare and Medicaid numbers listed on Schedule 5.01(r)(iii) attached hereto and incorporated herein are the current, valid numbers utilized by the Facilities and, except as set forth on Schedule 5.01(r)(iii) , all government receivables for the Facility are billed under the numbers listed on Schedule 5.01(r)(iii) .
(iv)    Except as set forth on Schedule 5.01(r)(iv) , to Sellers’ Knowledge, (A) the Facilities did not have any deficiencies at level G or above and did not receive citations for any substandard quality of care deficiencies (as that term is defined in Part 488 of 42 C.F.R.) on any of its most recent past four (4) consecutive surveys (standard or complaint); and (B) neither the Facilities nor any other health care facility owned or operated by Sellers has been the subject of an “immediate jeopardy” determination for the last three (3) years.

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(s)     Additional Governmental Reporting Requirements . Except as set forth on Schedule 5.01(s) , Sellers have (and have caused each Affiliated Party (in connection with their operations at the Facilities) to) timely and, to Sellers’ Knowledge, accurately and in compliance with all Laws filed all material reports, data and other information required to be filed with any Healthcare Regulatory Agency or Third Party Payor, including all Medicare, Medicaid and other Third Party Payor billing and cost reports.
(t)     Federal Health Care Programs . Except as set forth in Schedule 5.01(t) , no Seller nor any Affiliated Party, nor, to Sellers’ Knowledge, any employee, contractor or agent of any Seller or Affiliated Party or any other party with which any Seller or any Affiliated Party contracts with for the provision and/or billing of healthcare services at the Facilities (i) is currently excluded, suspended, debarred or otherwise ineligible to participate in any “federal health care program” as defined in 42 U.S.C. sections 1320a‑7b(f) or in any other government payment program, (ii) is bound to be excluded, suspended, debarred or otherwise declared ineligible to participate in any federal or state health care program or other government or Third Party Payor program, (iii) has, within the last five (5) years, received any written notice of any investigation or inquiry by any Approval Authority, or (iv) is otherwise the subject of any existing or pending corporate integrity agreement or other settlement agreement. To Sellers’ Knowledge and except as set forth on Schedule 5.01(t) , no other circumstances exist that could reasonably be expected to result in Sellers, the Affiliated Parties or their employees, contractors or agents being excluded from participation in any federal or state health care program or other Third Party Payor program.
(u)     Construction . Except as set forth on Schedule 5.01(u) , there are no planned or unfinished construction projects at the Facilities and all prior projects have been completed in all material respects, and there are no outstanding certificates of need for incomplete projects relating to the Facilities. There are no claims pending or unpaid bills with respect to prior projects which could result in the creation of any lien on any Facility for any improvements completed or in progress, including, but not limited to, water, sewage, street paving, electrical or power improvements. There are no delinquent bills or claims in connection with any repair of the Facilities or other work or material purchased in connection with the Facilities which will not be paid by or at the Closing or placed in escrow pursuant to the provisions of this Agreement.
(v)     Management . Each Operator operates their respective Facility and RCMC is the manager of such Facility. The Management Agreement by and between RCMC and each Operator relating to the management or operation of the applicable Facility is in full force and effect and is not in default by any party thereto. True, correct and complete copies of the Management Agreements have been uploaded onto the Data Room as of the Effective Date.
(w)     Affiliated Parties . Neither any Seller or any Parent Guarantor has contracted with any affiliate of Seller for the provision of, nor are any affiliates of Seller or Parent Guarantor providing, any healthcare, operational or billing services at the Facilities except pursuant to the Management Agreements or to the extent each is named as an Affiliated Service Party in Section 14.4 .

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(x)     Individual Facility Representations . For the avoidance of doubt and notwithstanding anything to the contrary set forth in this Agreement, any representation and/or warranty made in this Section 5.01 by any Seller is being made by such Seller solely with respect to itself (in its capacity as an Owner Seller or Operator) and the Property which such Seller owns and/or operates.
(y)     Schedules . Any information disclosed in any schedule (i) delivered by Sellers pursuant to this Section 5.01 ; or (ii) referenced in this Section 5.01 , shall be deemed to relate to and to qualify (A) the particular representation or warranty set forth in the corresponding numbered section of this Agreement, and (B) any other representation or warranty set forth in this Agreement in the case in which it is readily apparent on the face of such disclosure that such information relates to and/or qualifies such other representation or warranty, whether or not a specific cross‑reference appears. In no event will the disclosure of any item, matter or document in the schedules to this Agreement be deemed to broaden Sellers’ representations and warranties, obligations, covenants, conditions or agreements contained in the Agreement. No disclosure by Sellers’ in any schedule to this Agreement relating to any possible breach or violation of any agreement or law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.
5.02     Subsequent Knowledge; Updated Disclosure .
(a)     Subsequent Knowledge . Upon Purchaser acquiring Knowledge that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect in any material respect when made or when deemed to be made (a “ Purchaser Known Inaccuracy ”), Purchaser shall use commercially reasonable efforts to give Sellers written notice thereof within ten (10) Business Days of obtaining such knowledge. If at or prior to the Closing, any Seller (or any of the Seller Knowledge Representatives) obtains knowledge that any of the representations or warranties made herein by such Seller are untrue, inaccurate or incorrect in any material respect, or that the facts leading to such representations or warranties have materially and adversely changed (a “ Seller Known Inaccuracy ” and together with the Purchaser Known Inaccuracies, the “ Known Misrepresentations ”), Sellers shall give Purchaser written notice thereof within five (5) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). In either such event, Sellers shall have the right to cure each Known Misrepresentation, at no cost to Purchaser, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such cure. If Sellers are either unwilling or unable to cure any Known Misrepresentation, then Sellers shall promptly notify Purchaser and, within ten (10) Business Days thereafter, Purchaser as its sole and exclusive remedy for any and all Known Misrepresentations shall elect either to (i) waive all such Known Misrepresentations and consummate the Closing without any reduction of or credit against the Portfolio Purchase Price, or (ii) terminate this Agreement with respect to all (but not less than all) of the Facilities by written notice to Sellers, in which event (x) the Deposit shall be returned to Purchaser, and (y) solely in the case of a Material Known Misrepresentation, Sellers shall reimburse Purchaser for Purchaser’s and its affiliates’ actual and documented out‑of‑pocket costs, including, without limitation, legal costs, incurred in connection with the preparation and negotiation of this Agreement, Purchaser’s due diligence review and the other transactions contemplated herein (“ Purchaser’s Reimbursable Transaction Costs ”) up to the amount of Four

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Hundred Forty‑One Thousand and 00/100 Dollars ($441,000.00) (the “ Reimbursement Cap ”) (which shall be in addition to the return of the Deposit), and neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. For the avoidance of doubt, Purchaser shall only be permitted to recover the Purchaser’s Reimbursable Transaction Costs in the event that Purchaser elects to terminate this Agreement in accordance with this Section 5.02(a) as a result of a “ Material Known Misrepresentation ” which, for purposes of this Agreement, shall mean a Known Misrepresentation, the occurrence and/or existence of which would materially and adversely affect the ability of the Lease Parties to satisfy their respective obligations under the Master Lease, the operating subleases and/or the Guaranties. Notwithstanding anything contained herein to the contrary, Purchaser’s sole and exclusive remedy with respect to any Known Misrepresentation shall be to terminate this Agreement in accordance with this Section 5.02(a) , receive a return of the Deposit and, solely in the case of a Material Known Misrepresentation, Purchaser’s Reimbursable Transaction Costs up to the Reimbursement Cap, and in no event shall Purchaser be permitted to pursue any additional Damages with respect to any Known Misrepresentation (or Material Known Misrepresentation) whether pursuant to Section 11.01 or otherwise.
(b)     Updated Disclosure . From time to time prior to the Closing, Sellers shall have the right (but not the obligation) to supplement, modify or amend any schedule included or referenced in Section 5.01 , or provide one or more additional schedules in Section 5.01 , with respect to any matter hereafter arising or of which they become aware after the date hereof (each a “ Schedule Supplement ”). Any disclosure in any such Schedule Supplement shall be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of (i) the post‑Closing indemnification rights contained in this Agreement; and (ii) delivery of the certificate required pursuant to Section 8.02(a)(iv) ; provided , however , that the delivery of any such Schedule Supplement shall not affect or otherwise alter the rights of Purchaser set forth in Section 5.02(a) of this Agreement.
5.03     Representations and Warranties of Purchaser . Purchaser represents and warrants to Sellers the following as of the Effective Date (and, at the Closing, as of the Closing Date), which representations and warranties shall survive the Closing for a period of one (1) year from and after the Closing Date:
(a)     Organization . Purchaser is duly formed, validly existing limited liability company and in good standing under the laws of the state of Delaware and, as of the Closing Date, to the extent required by Law, shall be duly qualified to transact business in the State of Missouri.
(b)     Authority/Consent . Subject to Purchaser’s Conditions Precedent, Purchaser possesses all requisite power and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents (other than any required third party consents to be obtained prior to the Closing) to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Each individual executing this Agreement on behalf of such Purchaser is duly authorized to do so, and this Agreement is binding and enforceable against Purchaser in accordance with its term, subject to applicable

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bankruptcy, insolvency, reorganization, arrangement, modification or other laws affecting the rights of creditors generally.
(c)     No Prohibited Persons . Neither Purchaser nor, to Purchaser’s Knowledge, any person or entity that controls the management and policies of Purchaser or owns directly or indirectly more than fifty percent (50%) of Purchaser, and to Purchaser’s Knowledge, no employee, officer or director of Purchaser is a person or entity: (i) that is listed in the annex to, or is otherwise subject to the provisions of, EO13224; (ii) whose name appears on OFAC’s most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums, including, without limitation, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); (iii) who commits, threatens to commit or supports “terrorism,” as that term is defined in EO13224; or (iv) who is otherwise affiliated with any entity or person listed above. Notwithstanding anything herein to the contrary, the foregoing representation shall not apply to the beneficiaries of any pension plan affiliated with Purchaser.
ARTICLE 6
COVENANTS OF SELLERS AND PURCHASER
6.01     Covenants of Sellers . Each Owner Seller and Operator of a particular Facility, jointly and severally, solely as between themselves and solely with respect to the Facility and other Property owned and/or operated by them, hereby covenant and agree that from the Effective Date until the Closing (for the avoidance of doubt, any reference in this Section 6.01 to (i) “Sellers”, “Owner Sellers” or “Operators” shall refer solely to each Seller, Owner Seller or Operator in their individual capacity; and (ii) “Facilities” or “Transferred Property” shall refer solely to the particular Facility and the other Transferred Property owned and/or operated by such Seller, Owner Seller or Operator):
(a)     Operation of the Transferred Property and the Excluded Property . Sellers shall (and shall cause the Affiliated Parties to) operate, maintain and repair the Facilities and all other Transferred Property and, to the extent applicable, the Excluded Property in accordance with its ordinary course of business (excluding any material capital improvements except for such capital improvements contemplated on Schedule 6.01(a) or approved in writing by Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed) and consistent with reasonable and prudent business practices, keeping the Facilities and all other Transferred Property in good condition, repair and working order, ordinary wear and tear excepted and in compliance with all Laws, Permits and Regulatory Approvals. Sellers will not remove (or permit the removal of) any Owner Seller Appurtenant Property from the Facilities, except as may be required for necessary repair or replacement, and any such replacement shall be of equal quality and quantity as existed as of the time of its removal. Sellers shall (and shall cause the Affiliated Parties to) perform when due all of their respective obligations under the Seller Indebtedness, any deed of trust, mortgage or other lien encumbering the Facilities or any other Property, the Admission Agreements, Contracts, Plans, Licenses, Warranties and any other agreements relating to the Facilities or other Transferred Property or Excluded Property. Except as otherwise provided herein, Sellers shall deliver the Facilities at the Closing in substantially the same condition as of the date hereof, reasonable wear and tear excepted, and, subject to Article 9 , casualty excepted.

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(b)     SNF Operations; Compliance with Applicable Laws . Sellers shall continue (and shall cause the Affiliated Parties (as applicable)) to operate each Facility as a skilled nursing facility (or as applicable, residential care facility), with the number of licensed beds set forth on Schedule 5.01(r)(i) , in compliance with all applicable Laws, Permits and Regulatory Approvals, required for the current ownership and operation thereof and for the ownership and operation contemplated by the Master Lease, and in accordance with its existing policies and reasonable and prudent course of business; and Seller shall (and shall cause the Affiliated Parties, as applicable, to) otherwise act in compliance with all Laws, Permits and Regulatory Approvals.
(c)     Contracts . Seller shall (and shall cause each Affiliated Party to) perform its obligations in all material respects under any material Contract entered into in connection with the operation of the Facilities. Except in the ordinary course of business, Seller shall not enter into, materially modify or terminate (or permit the material modification or termination of) (a “ Modification ”) any material Contracts without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided , however , that if such Seller has not received Purchaser’s objection to any such proposed action within five (5) Business Days of notice thereof, Purchaser shall be deemed to have consented thereto. Purchaser shall have the right to consent, not to be unreasonably withheld, conditioned or delayed, to a Modification of any Management Agreement or other similar administrative, service or consulting agreement relating to the provision of management and operational services by an Affiliated Service Party for the benefit of a Seller.
(d)     Receipt of Governmental Notices . Sellers and the Affiliated Parties shall provide Purchaser with copies of any written notices that are received by any Seller (or any Affiliated Party) through the Closing (i) with respect to any (A) special assessments or proposed increases in the valuation of the Facilities, (B) condemnation or eminent domain proceedings affecting the Facilities, or (C) material violation of any Laws, Permits or Regulatory Approvals, including any Environmental Law or any zoning, health, fire, safety or other law, regulation or code applicable to the Facilities; or (ii) from any private party or any Approval Authority, alleging the violation of any Laws, Permits or Regulatory Approvals in connection with the ownership and/or operation of the Facilities.
(e)     Litigation . Sellers will advise Purchaser of any Litigation of which Sellers or the Affiliated Parties receive written notice or otherwise have Knowledge and that concerns or affects the Facilities in any manner no later than five (5) Business Days after receipt of such notice or obtaining of Knowledge.
(f)     Insurance . Sellers shall (and shall cause the Affiliated Parties to (as applicable) maintain its existing insurance coverage with respect to each Facility and not allow any breach, default, termination or cancellation thereof or thereunder; provided , however , that Sellers shall be permitted to amend, restate and/or renew any policies related to such insurance coverage in a manner consistent with its ordinary course of business.
(g)     Listings and Other Offers . Sellers will not list the Facilities with any broker or otherwise market, solicit or make or accept any offers to sell or lease the Facilities, in

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whole or in part, engage in any discussions or negotiations with any third party with respect to the sale, lease or other disposition of the Facilities, in whole or in part, or enter into any contracts or agreements (whether binding or not) regarding any disposition of the Facilities, or otherwise mortgage, pledge, encumber, or hypothecate the Facilities in whole or in part (except any Admissions Agreements entered into in the ordinary course and pursuant to Sellers standard form of admission agreements).
(h)     Permits, Regulatory Approvals and Warranties . Sellers shall maintain in existence all Permits, Regulatory Approvals and Warranties necessary for the ownership or operation of the Facilities, and shall not apply or consent to any action or proceeding which will have the effect of terminating, suspending, or revoking, or changing, temporarily or permanently, such Permits, Regulatory Approvals and Warranties, or the zoning of the Facilities, or would otherwise materially and adversely affect the Facilities.
(i)     Loans . No Seller nor any Affiliated Party shall modify the Loan Documents or enter into new loan documents or any guarantees in connection with the Seller Indebtedness or any other indebtedness for borrowed money affecting the Facilities unless expressly consented to by Purchaser in writing in its sole and absolute discretion. Sellers shall (and shall cause the Affiliated Parties to) materially perform any and all obligations under the Loan Documents.
(j)     Casualty . Sellers will advise Purchaser promptly of any casualty at the Facilities.
(k)     Representations and Warranties . Sellers shall not take or cause to be taken any action or fail to perform any obligation which would cause any of the representations or warranties contained in this Agreement to be untrue in any material respect as of the Closing Date.
(l)     Repairs and Replacements . Sellers acknowledge and agree that prior to the DDP Expiration Date, EMG Corporation or an engineer approved by Sellers in their reasonable discretion and hired by or on behalf of Purchaser (the “ Inspection Engineer ”) will be inspecting the Facilities and issuing reports with respect to their condition, which reports shall be consistent, in form and substance, with generally accepted industry standards (the “ Premises Condition Reports ”). To the extent requested by Purchaser, prior to the Closing or within such other reasonable time periods following the Closing as may be required by Purchaser in its reasonable discretion after consulting with Seller, Seller shall, at its own expense, make any and all repairs or replacements on the Premises Condition Reports that are designated as “critical” or are otherwise referred to as immediate or year one repair or replacement items, or words to such effect (the “ Required PCR Repairs ”). Following the completion of the Premises Condition Reports, Sellers shall have the right to review, comment and/or negotiate with the Inspection Engineer regarding the contents of such reports and the Required PCR Repairs, if any, set forth on such Premises Condition Reports.
(m)     Governmental Approvals . Sellers shall (and shall cause the Affiliated Parties to) use commercially reasonable efforts to assist Purchaser in obtaining any required third

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party consents, Permits and Regulatory Approvals or satisfying any notice requirements, including, without limitation, (i) filing any applications, notices or other documents required by the applicable Approval Authority in connection with the sale of the Facilities; and (ii) as necessary to satisfy the conditions set forth in Section 7.01(d) .
6.02     Covenants of Purchaser . Purchaser covenants and agrees as follows:
(a)     Governmental and Lender Approvals . Purchaser shall cooperate with Sellers and use commercially reasonable efforts to assist Sellers (and the Affiliated Parties) in obtaining any required third party consents, Permits and Regulatory Approvals or satisfying any notice requirements, including, without limitation, filing any applications, notices or other documents at no cost to Purchaser, (i) required by the applicable Approval Authority in connection with the sale of the Facilities; and (ii) as necessary to satisfy the conditions set forth in Section 7.01(f) .
(b)     No Future Financial Representation . Sellers have provided to Purchaser certain financial information regarding the Facilities. Purchaser hereby acknowledges that Sellers (or any other person or entity including, without limitation, any other member of the Seller Group) make no representation or warranty that such information is complete or accurate (except as, and only to the extent, expressly set forth in Section 5.01(g) ) or that Purchaser will achieve similar financial or other results with respect to the ownership of the Facilities. Purchaser acknowledges that it is a sophisticated and experienced purchaser of real estate similar to the Facilities and further that, subject to the express representations, warranties and covenants of Sellers herein, Purchaser has relied upon its own investigation and inquiry with respect to the operation of the Facilities, and Purchaser releases each Seller (as well as any other member of the Seller Group) from any liability with respect to such financial information (except as, and only to the extent, expressly set forth in Section 5.01(g) ).
(c)     As Is . Purchaser hereby confirms, acknowledges and agrees that, subject only to the express representations and warranties made by Sellers in this Agreement and in the Deeds: (i) (A) it is buying the Transferred Property on an “AS‑IS, WHERE‑IS AND WITH ALL FAULTS” basis; (B) it has made or will have made its own investigations and inspections of the Transferred Property, including, without limitation, the physical aspects of the Transferred Property and the Transferred Property’s compliance with all laws applicable to the Transferred Property’s current or intended use; (C) in connection with its investigations and inspections of the Transferred Property it has contracted or had the opportunity to contract with certain advisors and consultants as Purchaser deemed to be necessary; and (D) it has or will have approved the reports of such advisors and consultants; (ii) in entering into this Agreement, Purchaser has not been induced by, and has not relied upon, whether express or implied, warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Transferred Property or its uses, the physical condition, environmental condition, state of title, income, expenses or operation of the Transferred Property, written or unwritten, whether made by Sellers or any affiliates, agent, employee or other representative of Sellers, or any broker or any other person representing (or purporting to represent) Sellers, and (iii) Sellers shall not be liable for or bound by any written or unwritten statements, representations, warranties, brokers’ statements or

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other information pertaining to the Property furnished by Sellers, any broker, any agent, employee or other actual (or purported) representative of Sellers, or any other person.
6.03     Intentionally Omitted .
ARTICLE 7
CONDITIONS PRECEDENT TO CLOSING
7.01     Conditions Precedent to Purchaser’s Obligation to Close . Purchaser’s obligation to consummate the Closing is subject to the satisfaction of the following conditions by each Seller in respect of the Property owned or operated by it on or before the Closing, unless waived by Purchaser in writing prior to the Closing (“ Purchaser’s Conditions Precedent ”):
(a)     Covenants . Each Seller shall have performed and observed in all material respects all covenants and obligations of such Seller under this Agreement, including, without limitation, delivery into escrow of any and all documents required pursuant to Section 8.02 .
(b)     Representations and Warranties . All representations and warranties of each Seller set forth in this Agreement shall be true and correct in all material respects as if made on the Closing Date.
(c)     Title . At Closing, the Title Company shall be irrevocably and unconditionally prepared to issue to Purchaser after Closing in the form of the fully “marked‑up” Title Commitments or Pro Forma Title Policies issued to Purchaser and attached to Purchaser’s closing instruction letter signed by the Title Company, as such forms were agreed upon by Purchaser, together with all endorsements, on or prior to the DDP Expiration Date, subject to and in accordance with Sections 3.02(d) and (e) .
(d)     Master Lease . Concurrently with the Closing, Purchaser, RC TIER Properties, L.L.C. (the “ New Master Tenant ”) and the other entities to be parties thereto (collectively, the “ Lease Parties ”) shall enter a master lease agreement substantially in the form attached hereto as Exhibit B (the “ Master Lease ”), whereby Purchaser shall lease each Facility to the New Master Tenant or one or more subsidiaries thereof to be approved by Purchaser. On or prior to the Effective Date, the New Master Tenant and Purchaser shall agree, in writing, on the final form of the Master Lease and all ancillary documents and instruments and deliverables to be executed or delivered in connection therewith, including any letter of credit, evidence of insurance, the sublease for each Facility and each guaranty required thereunder. As used herein, “ Master Tenant ” means, as applicable, Existing Master Tenant and/or New Master Tenant.
(e)     Material Adverse Effect . None of the following shall have been done by, against or have occurred with respect to any Seller, Existing Master Tenant or Parent Guarantor prior to the Closing: (i) the commencement of a case under Title 11 of the U.S. Code (as now constituted or hereafter amended) or under any other applicable bankruptcy or other similar law; (ii) the appointment of a trustee or receiver of any property interest; (iii) an assignment for the benefit of creditors; (iv) an attachment, execution or other judicial seizure of a substantial property interest; (v) the taking of, failure to take or submission to any action indicating an

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inability to meet its financial obligations as they accrue; (vi) a dissolution or liquidation; (vii) the commencement of any regulatory enforcement action which will or reasonably may limit admissions or government reimbursements with respect to any Facility, which is not dismissed within thirty (30) days after such commencement; (viii) the receipt of an “immediate jeopardy” determination against a Facility, which has not been dismissed or cured; or (ix) the occurrence of any Material Adverse Effect. For purposes of this Agreement, “ Material Adverse Effect ” shall mean any material adverse change with respect to the financial condition of Sellers or Parent Guarantor, or in the business, operations, assets or cash flow of a particular Facility or the Property, taken as a whole; provided , however , that the following shall not be deemed to constitute, and shall not be taken into account in determining whether or not a “Material Adverse Effect” has occurred and the term “Material Adverse Effect” shall not include the impact of (A) changes in Laws, regulations or interpretations thereof by any Approval Authorities, (B) actions or omissions of Sellers taken with the prior written consent of Purchaser in contemplation of the transactions contemplated by this Agreement, (C) national or international hostilities, acts of terror, acts of war, or natural disasters, (D) conditions affecting the United States economy generally, (E) changes in GAAP, and (F) conditions generally affecting the industries in which the Sellers operate, including, without limitation, any Third Party Payor change to reimbursements.
(f)     Third Party Consents . All Permits and Regulatory Approvals, if any, that Sellers are required to obtain in connection with the conveyance of the Property to Purchaser and the transactions contemplated under the Master Lease shall have been issued and/or obtained.
7.02     Conditions Precedent to Seller’s Obligation to Close . Each Seller’s obligation to consummate the Closing in respect of Transferred Property owned or operated by it is subject to the satisfaction of the following conditions on or before the Closing, unless waived by Sellers in writing prior to the Closing (“ Sellers’ Conditions Precedent ”):
(a)     Covenants . Purchaser shall have performed and observed in all material respects all covenants and obligations of Purchaser under this Agreement, including, without limitation, delivery into escrow of any and all documents required pursuant to Section 8.03 .
(b)     Representations and Warranties . All representations and warranties of Purchaser set forth in Section 5.03 of this Agreement shall be true and correct in all material respects as if made on the Closing Date.
(c)     Intentionally Omitted .
7.03     Failure of a Condition .
(a)     Purchaser’s Conditions Precedent . In the event that any of the Purchaser’s Conditions Precedent have not been satisfied on or before the Outside Date (the “ Unsatisfied Purchaser Condition ”), then Purchaser shall have the right to give notice to Sellers, on or before the Outside Date, of each Unsatisfied Purchaser Condition that Purchaser asserts has not been satisfied or be deemed to have waived its right to object. In such notice, Purchaser may elect (i) to extend the Outside Date for a reasonable period of time ( not to exceed thirty (30) calendar

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days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; or (ii) to waive such Unsatisfied Purchaser Condition in a writing delivered to the Escrow Agent and Sellers and proceed to the Closing as contemplated hereunder. In the event that Purchaser has elected to extend the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extension, then, provided that Purchaser is not then in material breach of any provision of this Agreement, Purchaser shall have the right, upon notice to Sellers, to terminate this Agreement with respect to all Facilities. In the event of a termination of this Agreement with respect to all Facilities under this Section 7.03(a) , the Deposit shall be reimbursed to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, whether pursuant to Section 11.01 or otherwise.
(b)     Sellers’ Conditions Precedent . In the event that any of the Sellers’ Conditions Precedent have not been satisfied on or before the Outside Date (the “ Unsatisfied Sellers’ Condition ”), then Sellers shall have the right to give notice to Purchaser, on or before the Outside Date, of each Unsatisfied Sellers’ Condition that Sellers assert have not been satisfied or be deemed to have waived its right to object. In such notice, Sellers may elect (i) to extend the Outside Date for a reasonable period of time (not to exceed thirty (30) calendar days) to allow Purchaser to satisfy the Unsatisfied Purchaser Condition, or (ii) to waive such Unsatisfied Purchaser Condition in a writing delivered to the Escrow Agent and Purchaser and proceed to the Closing as contemplated hereunder. In the event that Sellers elect to extend the Outside Date and the Unsatisfied Sellers’ Condition remains unsatisfied upon the expiration of such extension, then, provided that Sellers are not then in material breach of any provision of this Agreement, Sellers shall have the right, upon notice to Purchaser, to terminate this Agreement with respect to all Facilities. In the event of a termination of this Agreement with respect to all Facilities under this Section 7.03(b) , the Deposit shall be retained by Sellers, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder.
ARTICLE 8
CLOSING; ESCROW CLOSE
8.01     Closing and Closing Date . The consummation of the transactions contemplated hereby (the “ Closing ”) will take place via the escrow services of the Escrow Agent or at such other location upon which Sellers and Purchaser mutually agree, thirty (30) days following the later to occur of (i) the DDP Expiration Date, or (ii) as otherwise agreed to by Purchaser and Sellers (the “ Closing Date ”); provided , however , that in any event, the Closing Date shall occur no later than September 30, 2018 (the “ Outside Date ”), subject to the right of the parties to postpone the Outside Date as set forth in Section 7.03 . Notwithstanding the foregoing or any other language in this Agreement to the contrary, the location and other logistics of the Closing and the Closing Date shall be subject to any requirements or extensions imposed by the U.S. Department of Housing and Urban Development (“ HUD ”) in connection with the payoff of the applicable Seller Indebtedness.
8.02     Obligations of Sellers .
(a)     Closing Documents . At least one (1) Business Day prior to Closing, each Seller will execute (if applicable), acknowledge (if necessary) and deliver originals (or copies,

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where indicated) of the following documents to the Escrow Agent in respect of any Facility owned by such Seller:
(i)    a Special Warranty Deed substantially in the form attached hereto as Exhibit C and reasonably acceptable to the parties hereto and the Title Company, conveying such Seller’s Facility to Purchaser in fee simple utilizing the legal description for the Land set forth on the Pro Forma Title Policy, subject only to the Permitted Exceptions and the provisions set forth in Section 3.02 (the “ Deed ”);
(ii)    a Blanket Conveyance, Bill of Sale and Assignment substantially in the form of Exhibit D , whereby (A) such Seller shall sell, assign, transfer and convey to Purchaser, free and clear of all liens and encumbrances except Permitted Exceptions, all of such Seller’s right, title, interest and obligations in, to and under all other Transferred Property in respect of the particular Facility which such Seller owns and/or operates, and (B) Purchaser shall purchase, accept and assume, from and after the Closing Date, all of such Seller’s right, title, interest and obligations in, to and under all other Transferred Property in respect of the particular Facility which such Seller owns and/or operates to the extent the same are assignable;
(iii)    a certificate of Non‑Foreign Status substantially in the form of Exhibit E ;
(iv)    a certificate that all of such Seller’s representations and warranties in this Agreement are true and correct in all material respects as of the Closing Date substantially in the form of Exhibit F and an updated Rent Roll dated as of the Closing Date and certified to be true, correct and complete in all material respects;
(v)    a Seller’s settlement statement, showing all of the payments, adjustments and prorations provided for in Section 8.04 and otherwise agreed upon by each Seller and Purchaser;
(vi)    such affidavits or letters of indemnity (including “gap” indemnity) for the benefit of the Title Company as the Title Company shall require in order to omit from the Title Policy all pre‑printed standard exceptions, including any unfiled mechanic’s, materialmen’s or similar liens;
(vii)    such additional evidence as may be reasonably required by the Title Company with respect to the authority of the persons executing the documents on behalf of such Seller;
(viii)    such disclosures, reports and withholding forms as are required by applicable state and local law in connection with the conveyance of real property;
(ix)    real estate transfer tax forms and returns for such Facility if required under applicable law;
(x)    evidence of the termination as of the Closing of each Operator Lease;

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(xi)    certified resolutions of the board of directors (or equivalent body) of such Seller’s and Parent Guarantor’s ultimate parent evidencing that each has been duly authorized to enter into and perform this Agreement and the transactions contemplated hereby;
(xii)    certified resolutions of the board of directors (or equivalent body) of the ultimate parent of (A) RCMC and any other Lease Guarantor, (B) New Master Tenant, and (C) Operators evidencing that each has been duly authorized to enter into and perform this Agreement, the Master Lease, Master Lease Ancillary Documents, the Guaranties and the transactions contemplated thereby;
(xiii)    any additional documents that the Escrow Agent or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement;
(xiv)    Intentionally Omitted;
(xv)    the Payoff Letters, if any; and
(xvi)    a duly executed counterpart to the Master Lease by the New Master Tenant, and fully executed copies of all operating subleases entered into thereunder, in substantially the form attached hereto as Exhibit G‑1 , along with duly executed counterparts to all ancillary documents required to be delivered as of the effective date of the Master Lease (collectively, the “ Master Lease Ancillary Documents ”), including the Lease Guaranty (Subtenants) and Lease Cross‑Guaranty (Subtenants), in substantially the forms attached hereto as Exhibit G‑2 and G‑3 (collectively, the “ Guaranties ”), together with all other deliverables which may be required under the Master Lease, including, without limitation, any non‑disturbance agreement, letters of credit and certificates of insurance as are required pursuant to the Master Lease, showing Purchaser as an additional insured and loss payee, with appropriate provisions for prior notice to Purchaser in the event of cancellation or termination of such policies and any other executed or other documents reasonably required by Purchaser to consummate the transactions contemplated hereby.
(b)     Possession . At the Closing, each Seller will deliver possession of any Facility owned or operated by it and all (including, without limitation, at least one (1) complete set of) keys for use at such Facility in the possession or subject to the control of such Seller, including, without limitation, master keys as well as combinations, card keys and cards for the security systems, if any. Each Seller will also deliver to Purchaser, or provide Purchaser access to, upon request, copies or originals of all other Transferred Property that is in such Seller’s possession or control; provided , however , that any of the Transferred Property located at a Facility shall remain at such Facility.
(c)     Costs . At the Closing, each Seller will pay all costs allocated to such Seller pursuant to Section 8.04 .
8.03     Obligations of Purchaser .

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(a)     Closing Documents . At the Closing, Purchaser shall execute (if applicable), acknowledge (if necessary) and deliver originals of the following documents to the Escrow Agent in respect of each Property purchased by it:
(i)    a Blanket Conveyance, Bill of Sale and Assignment substantially in the form of Exhibit D ;
(ii)    a certificate that all of Purchaser’s representations and warranties in this Agreement are true and correct in all material respects as of the Closing Date substantially in the form of Exhibit H ;
(iii)    a Purchaser’s settlement statement, showing all of the payments, adjustments and prorations provided for in Section 8.04 and otherwise agreed upon by each Seller and Purchaser;
(iv)    such evidence as may be reasonably required by the Title Company with respect to the authority of the person(s) executing the documents required to be executed by Purchaser or on behalf of Purchaser;
(v)    certified resolutions of the sole member of Purchaser evidencing that Purchaser has been duly authorized to enter into and perform this Agreement and the transactions contemplated hereby;
(vi)    Intentionally Omitted; and
(vii)    a duly executed counterpart to the Master Lease, along with duly executed counterparts to all ancillary documents required to be delivered as of the effective date of the Master Lease.
(b)     Payment of Consideration and Costs . At the Closing, Purchaser will pay any and all amounts required in accordance with the terms and conditions set forth in Article 2 of this Agreement, and will pay all costs allocated to Purchaser pursuant to Section 8.04 .
8.04     Costs and Adjustments at Closing .
(a)     Expenses .
(i)    Purchaser shall pay the prepayment penalty in accordance with the formula shown on Exhibit L attached hereto (collectively, the “ HUD Lockout Fee ”) imposed by HUD in connection with the payoff of the HUD‑insured Seller Indebtedness at the Closing. Sellers shall pay at the Closing any penalties, fees, interest or other charges arising as a result of any breach, default or event of default by a Seller under the Seller Indebtedness and Sellers’ and its Affiliated Parties’ attorney’s fees, including with respect to any opinion letters required to be provided by Sellers or any Affiliated Party.
(ii)    Purchaser shall pay: (A) all title examination fees and any endorsement costs for the Title Policies; (B) the cost of the Surveys; (C) the cost of recording the

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Deeds; (D) the cost of any appraisals of Sellers’ interest in the Transferred Property obtained by Purchaser; (E) Purchaser’s legal, accounting and other professional fees and expenses; (F) one‑half (1/2) of any escrow fees charged by the Title Company or applicable escrow company in connection with the Closing; and (G) all other costs and expenses which are required to be paid by Purchaser pursuant to other provisions of this Agreement.
(iii)    Sellers shall pay: (A) the premiums for the Title Policies (excluding any endorsements); (B) any and all state, county, municipal or other conveyance, documentary or transfer taxes, including stamp taxes (“ Transfer Taxes ”) customarily payable by seller in connection with the Deeds or in connection with the delivery of any other instrument contemplated by this Agreement and any non‑resident withholding taxes; (C) the cost of recording and/or filing of any instrument contemplated by this Agreement (other than with respect to the Deeds); (D) Sellers’ legal, accounting and other professional fees and expenses and the cost of all opinions, certificates, instruments, documents and papers required to be delivered, by Seller or any Affiliated Party hereunder, including without limitation, the cost of performance by Seller of its obligations hereunder; (E) all other costs and expenses which are required to be paid by Sellers pursuant to other provisions of this Agreement, including any and all expenses in connection with the payment of any encumbrances and recording costs to release any encumbrances; and (F) one‑half (1/2) of any escrow fees charged by the Title Company or applicable escrow company in connection with the Closing.
(iv)    Except as specifically set forth in this Agreement, all other costs and expenses of the transactions contemplated hereby shall be borne by the party incurring the same or as is the custom for the state in which the particular Facility is located. The costs described in this Section 8.04(a) shall be referred to herein as the “ Closing Costs ”. The provisions of this Section 8.04(a) shall survive the termination of this Agreement.
(v)    Notwithstanding any language to the contrary set forth in this Agreement, Purchaser shall not be obligated to pay any recordation fees, stamp taxes or other transfer taxes on any memoranda of the Master Lease or any sublease to an Operator, any rental or lease taxes or nursing home privilege or similar business taxes, all of which shall be the responsibility of the tenant under the Master Lease or the applicable Operator.
(vi)    If the Closing does not occur for any reason other than a material default by one of the parties, Sellers and Purchaser shall split the costs incurred through the Title Company and Escrow Agent equally including the cost of the Title Commitments. If Sellers or Purchaser materially defaults and the Closing does not occur, the defaulting party shall bear such costs.
(b)     Rent and Impounds . Sellers shall pay at the Closing any prorated rent and impounds under the Master Lease (and any related subleases) for the period from the Closing through the end of the calendar month in which the Closing occurs, plus the rents and impounds payable for the first full month under the Master Lease (and any related subleases).
(c)     Premises Condition Report; Repairs Escrow . Subject to the terms and conditions set forth in Section 6.01(l) , at the Closing, Sellers and Purchaser shall direct the

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Escrow Agent to withhold from Sellers’ proceeds and retain in escrow for the benefit of Purchaser, pursuant to a mutually‑acceptable escrow agreement, one hundred twenty percent (120%) of the estimated cost to complete the then outstanding and unfinished Required PCR Repairs. Sellers, Purchaser and the Escrow Agent shall agree upon the final form of the applicable escrow agreement on or before the Closing Date, and the actual amount of funds to be withheld shall be determined and mutually agreed to by the parties on or before the Closing Date based upon the Premises Condition Report for each Facility; provided , however that neither party shall unreasonably withhold, condition or delay their approval.(d)     Prorations . Subject to the terms of the Master Lease, all operating expenses shall continue to be the obligation of the Master Tenant under the Master Lease (and the subtenants under any related subleases), and all operating income shall continue to inure to Sellers’ benefit after the Closing pursuant to approved subleases.
(e)     Mortgage Interest, Escrows and Deposits . Sellers shall not receive a credit at the Closing for any insurance, tax or other reserves, escrows and/or such deposits held by HUD or the HUD servicer, it being understood that Sellers shall be entitled to pursue a refund of such amounts directly from HUD or the HUD servicer; provided , however , that to the extent available at Closing, Sellers agree that Sellers shall make such funds available to New Master Tenant and the Operators to satisfy their reserve requirements under the Master Lease; provided , further , however , that Owner Sellers shall be entitled to retain any replacement reserve funds in excess of Five Hundred and 00/100 Dollars ($500.00) per bed per Facility to the extent refunded by HUD or the HUD servicer.
(f)     Post‑Closing Reconciliation . All adjustments for items to be prorated pursuant to this Section 8.04 which cannot be prorated (or for items to be prorated pursuant to this Section 8.04 which were prorated based upon an estimation) as of the Closing Date shall be completed within sixty (60) days after the Closing Date, except for (i) those items for which Purchaser was given a credit against the Portfolio Purchase Price at the Closing, and (ii) those items that are not reasonably capable of determination within such sixty (60) day period, and the parties agree to adjust such items in clause (ii) as and when ascertainable and to make the appropriate payment forthwith and without interest thereon.
(g)     Survival . The provisions of this Section 8.04 shall survive Closing.
8.05     Escrow Close . The delivery of the documents and the payment of the sums to be delivered and paid at the Closing shall be accomplished through an escrow established with the Escrow Agent. The Escrow Agent shall not deliver or record any documents or disburse any funds until the Escrow Agent receives written confirmation (which may include e‑mail) from authorized representatives of the applicable Seller and Purchaser that all conditions to the Closing have been satisfied or waived, including, without limitation, the Escrow Agent’s unconditional and irrevocable willingness and ability to comply with the terms of each party’s escrow instruction letter to the Escrow Agent.
8.06     Reporting Person . If requested in writing by any party, the Escrow Agent shall confirm its status as the “reporting person” in a writing that complies with the requirements of Section 6045(e) of the Code and the regulations promulgated thereunder.

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ARTICLE 9
RISK OF LOSS; DAMAGE; CONDEMNATION
9.01     Risk of Loss . Risk of loss for damage to the Facilities, or any part thereof, by fire or other casualty from the Effective Date until the Closing will be on Sellers.
9.02     Notice of Casualty or Taking . Sellers shall promptly deliver to Purchaser written notice of any casualty or taking involving the Facilities; to the extent the same are received by Sellers.
9.03     Damage .
(a)     Loss or Damage . In the event of loss or damage to a Facility or any portion thereof which is not “major” (as defined in Section 9.03(c) ), this Agreement shall remain in full force and effect, and the repairs shall be completed in accordance with Section 9.03(b) . In the event of a major loss or damage, Purchaser may terminate this Agreement with respect to all (but not less than all) of the Facilities by written notice to Sellers, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination, and the Deposit shall be returned to Purchaser. If Purchaser does not elect to terminate this Agreement within ten (10) Business Days after receipt of written notice from a Seller of the occurrence of major loss or damage, then Purchaser shall be deemed to have elected to proceed with the Closing and the repairs shall be completed in accordance with Section 9.03(b) , provided that insurance proceeds are available to Purchaser to cover the costs of repairing the damaged Facility to the extent such repairs are not completed.
(b)     Proceeds; Repairs . If this Agreement may not be, or is not, terminated in accordance with Section 9.03(a) and if, prior to Closing, Sellers are unable to perform all repairs necessary to bring a Facility owned or operated by it to its condition immediately prior to such loss or damage, Sellers shall assign to Purchaser all of such Sellers’ right, title and interest to any claims and proceeds Sellers may have with respect to any casualty insurance policies (including any rent loss insurance applicable to any period on and after the Closing Date) or condemnation awards relating to such Facility, except to the extent needed to reimburse Sellers for reasonable, actual, out‑of‑pocket sums it expended prior to the Closing for the restoration or repair of such Facility or in collecting such insurance proceeds or condemnation awards, and Purchaser shall receive a credit at the Closing for any deductible, uninsured or coinsured amount under said insurance policies. In the event of damage that is not major as set forth in Section 9.03(a) Sellers shall, at Sellers’ cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before Closing, credit Purchaser at the Closing for the reasonably estimated cost to complete the repair. The terms of this Section 9.03(b) shall be subject to the rights of any mortgagee or lender under any mortgage, deed of trust or similar document encumbering a Facility, unless any such mortgagee or lender acknowledges in a signed document satisfactory to Sellers and Purchaser that such mortgagee or lender will not take possession of or otherwise require any such proceeds or awards to be used in a particular manner. If any such mortgagee or lender refuses to provide any such signed document, or requires that any casualty or condemnation proceeds or awards be used pursuant to the terms of any mortgage, deed of trust or similar document (including use for restoration of the

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Property), then Sellers shall notify Purchaser thereof (“ Casualty Termination Notice ”) and Sellers or Purchaser shall have the right to terminate this Agreement with respect to all Facilities upon written notice to the other party no later than five (5) days following such Casualty Termination Notice or the Closing Date, whichever first occurs. Following any such termination of this Agreement, the Deposit shall be returned to Purchaser after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If this Agreement is not terminated as provided in the immediately preceding sentence, then Sellers shall credit Purchaser at the Closing with an amount equal to the amount of any proceeds or awards applied by any such mortgagee or lender to the indebtedness secured by any mortgage, deed of trust or similar document encumbering such Facility.
(c)     “Major” Loss or Damage . For purposes of this Section 9.03, “major” loss or damage to a Facility refers to the following: (i) loss or damage to such Facility or any portion thereof (A) such that the cost of repairing or restoring such Facility to a condition substantially similar to that of such Facility prior to the event of damage would be, in the written opinion of the insurance adjuster for Seller that owns such Facility, equal to or greater than ten percent (10%) of the Purchase Price allocated to such Facility, (B) which, in Sellers’ reasonable estimation, will take longer than one hundred eighty (180) days to repair, or (C) which materially and adversely affects access to or from such Facility; and (ii) any condemnation proceeding contemplated, threatened or instituted by anybody having the power of eminent domain with respect to any improvements on such Facility (or any portion thereof).
ARTICLE 10
REMEDIES
10.01     Seller Default . If, prior to Closing, a Seller materially breaches or fails to perform any of its covenants herein in any material respect, and such breach or failure shall continue for a period of fifteen (15) Business Days after written notice thereof from Purchaser specifying to which Facility the default applies and the specific nature of the default, then, provided that Purchaser is not then in material breach of any provision of this Agreement, Purchaser shall have the right, as Purchaser’s sole and exclusive (except to the extent caused by any acts or omissions constituting fraud by Sellers or Parent Guarantor) remedy at law, in equity or otherwise (a) to file an action to obtain specific performance of such Seller’s obligation to perform in accordance with this Agreement (to the extent available), or (b) to declare this Agreement terminated as to all (but not less than all) of the Facilities and receive, as fixed, agreed and liquidated damages and not as a penalty, a return of the Deposit (plus any accrued interest thereon) plus Purchaser’s Reimbursable Transaction Costs up to the Reimbursement Cap. Upon such return of the Deposit and payment by Sellers of Purchaser’s Reimbursable Transaction Costs, (c) all rights and obligations of Purchaser and Sellers under this Agreement shall expire, except for such provisions as expressly survive the expiration or the termination hereof; and (d) Purchaser hereby waives any and all rights to damages in excess of Purchaser’s Reimbursable Transaction Costs up to the Reimbursement Cap.
10.02     Purchaser Default . If, prior to Closing, Purchaser materially breaches or fails to perform any of its covenants herein in any material respect and as a result thereof fails to close as

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required by this Agreement, and such breach or failure shall continue for a period of fifteen (15) Business Days after written notice thereof from Seller specifying to which Facility the default applies and the specific nature of the default (other than a failure to deliver the Portfolio Purchase Price upon satisfaction of Purchaser’s Conditions Precedent for which no cure period shall be given), the parties stipulate and agree that actual damages may be difficult, if not impossible, to compute. Consequently, in the event of any such material breach or failure by Purchaser pursuant to this Section, then, provided that Sellers are not then in material breach of any provision of this Agreement, Sellers’ sole and exclusive remedy (except to the extent caused by any acts or omissions constituting fraud by Purchaser) at law, in equity or otherwise shall be either to (a) terminate this Agreement in its entirety and retain the Deposit (plus any accrued interest thereon) as fixed, agreed and liquidated damages and not as a penalty, or (b) terminate this Agreement only as to the specific Facility as to which Purchaser is in default, by giving written notice thereof to Purchaser prior to the Closing, in which event an amount equal to the amount of Deposit allocable to the Facility which is the subject of such default of Purchaser shall be paid to Sellers as fixed, agreed and liquidated damages and not as a penalty, and after the payment of such portion of the Deposit to Sellers, neither Sellers nor Purchaser will have any further rights or obligations under this Agreement with respect to such Facility, except for any obligations that expressly survive termination. In the event that Sellers elect to terminate this Agreement in its entirety, then upon Sellers’ receipt of the Deposit (plus any accrued interest thereon), (i) all rights and obligations of Purchaser and Sellers under this Agreement shall expire, except for such provisions as expressly survive the expiration or the termination hereof; and (ii) Sellers hereby waive any right to action for specific performance of Purchaser’s obligations under this Agreement and any other remedies at law or in equity. Notwithstanding the foregoing, nothing in this Section 10.02 shall be deemed to limit Sellers’ recovery in connection with the indemnity provided by Purchaser in Section 3.04 of this Agreement.
ARTICLE 11
ADDITIONAL AGREEMENTS
11.01     Indemnification . Subject to any of the limitations set forth in this Agreement, including, without limitation, Section 5.02 , Article 10 and Section 11.02 , each Owner Seller and Operator of a particular Facility, hereby jointly and severally, solely as between themselves and solely with respect to the Facility and other Property owned and/or operated by them, agree, from and after the Closing, to indemnify and hold free and harmless the Purchaser and its affiliates and their respective officers, directors, employees, advisors, accountants, attorneys, partners, shareholders and any other person having a direct or indirect ownership interest in Purchaser (collectively, the “ Purchaser Parties ”) from and against any Damages incurred by the Purchaser Parties and resulting from (i) any material inaccuracy or material breach of any representation or warranty made by such Owner Seller and Operator in this Agreement, and (ii) any material breach or default by such Owner Seller and Operator under any of such Owner Seller and Operator’s covenants or agreements contained in this Agreement.
11.02     Indemnification Limitations . Notwithstanding anything contained herein to the contrary, the indemnification obligations of Sellers set forth in Section 11.01 of this Agreement shall be subject to the following limitations:

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(a)    The indemnification obligations set forth in Section 11.01 shall survive for a period of one (1) year following the Closing (the “ Indemnity Period ”); provided , however , any claims asserted by the Purchaser Parties in good faith, with specificity and in writing prior to the expiration of the Indemnity Period shall not thereafter be barred by the expiration of the Indemnity Period.
(b)    No Seller shall have any obligations under Section 11.01 until the aggregate amount of Damages incurred by the Purchaser Parties thereunder exceeds Two Hundred Fifty Two Thousand and 00/100 Dollars ($252,000.00) (the “ Deductible Amount ”), after which the Purchaser Parties shall be entitled to indemnification under Section 11.01 for the amount of all such Damages in excess of the Deductible Amount; provided , however , that the aggregate amount of Damages for which the Purchaser Parties shall be entitled to indemnification pursuant to Section 11.01 shall not exceed Two Million Five Hundred Twenty Thousand and 00/100 Dollars ($2,520,000.00).
(c)    Payments by a Seller pursuant to Section 11.01 shall be limited to the amount of any Damages that remain after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Purchaser Parties in respect of any such Damages. The Purchaser Parties shall use commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements prior to seeking indemnification under this Agreement.
(d)    Notwithstanding anything contained herein to the contrary, no Seller shall be liable under Section 11.01 for any Damages based upon or arising out of any inaccuracy in or breach of any of the representations, warranties, covenants and/or agreements of such Seller contained in this Agreement if Purchaser had Knowledge of such inaccuracy or breach prior to the Closing.
(e)    Notwithstanding anything in this Agreement to the contrary, the parties hereby acknowledge and agree that Purchaser shall have certain rights, remedies and/or recoveries available to it under the terms of the Master Lease in the event of a breach or default by Sellers thereunder; provided , however , that in no event shall Purchaser be entitled to recover twice (once under this Agreement and again under the Master Lease) for any Damages arising or resulting from the same set of facts and/or circumstances.
(f)    Purchaser, on behalf of itself and each of the Purchaser Parties, hereby acknowledges and agrees that, from and after the Closing, its sole and exclusive remedy with respect to any and all claims for breach of any representations, warranty, covenant or agreement set forth in this Agreement shall be pursuant to the indemnification provisions set forth in this Article 11 .

11.03     Brokers .

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(a)     Commissions and Fees . Sellers jointly and severally represent and warrant to Purchaser that no Seller has (i) contacted or entered into any agreement with any investment banker, real estate broker, agent, finder or any party in connection with the transactions contemplated hereby other than Dresner Partners – Investment Banking (“ Dresner ”), or (ii) taken any action that would result in any fees or commissions being due and payable to any party other than Dresner with respect to the transactions contemplated hereby. Sellers will be solely responsible for the payment of Dresner’s fees in accordance with the provisions of separate agreements, and Purchaser shall have no obligation or liability relative thereto. Purchaser hereby represents and warrants to each Seller that Purchaser has not contracted or entered into any agreement with any investment banker, real estate broker, agent or finder in connection with the transactions contemplated hereby and that Purchaser has not taken any action that would result in any fees or commissions being due or payable to any such party with respect to the transactions contemplated hereby other than Dresner.
(b)     Indemnity . Sellers, on the one hand, and Purchaser, on the other, hereby indemnifies and agrees to hold the other party harmless from any actual, out‑of‑pocket Claims and/or Damages (including, without limitation, reasonable attorneys’ fees) paid or incurred by the other party by reason of a breach of the representation and warranty made by such party in Section 11.03(a) . Notwithstanding anything to the contrary contained in this Agreement, the indemnities set forth in this Section 11.03(b) shall survive the Closing for a period of eighteen (18) months.
ARTICLE 12
NOTICES
12.01     Written Notice . All notices, demands and requests that may be given or that are required to be given by any Seller to Purchaser or by Purchaser to any Seller under this Agreement must be in writing given to the applicable party’s address set forth in Section 12.03 .
12.02     Method of Transmittal . All notices, demands, requests or other communications required or permitted to be given hereunder must be sent by (a) personal delivery, (b) a nationally recognized overnight courier service, (c) facsimile with written telephonic confirmation, with a copy to follow by overnight courier service, or (d) certified mail, return receipt requested. Any such notice, request, demand, tender or other communication shall be deemed to have been duly given as follows: (i) if served in person, when served; (ii) if sent by facsimile (provided that such facsimile transmission is confirmed by telephone or a statement generated by the transmitting machine) upon completion of transmission, or if transmission is completed after 5:00 p.m. Eastern Time or on a day other than a Business Day, on the next succeeding Business Day, provided that a duplicate copy of any such facsimile is also delivered on the next succeeding Business Day in accordance with paragraphs (a), (b) or (d), above; (iii) if by overnight courier, on the first Business Day after delivery to the courier; or (iv) if by certified mail, return receipt requested, upon receipt. Rejection or other refusal to accept, or inability to deliver because of changed address or facsimile number of which no notice was given shall be deemed to be receipt of such notice, request, demand, tender or other communication.


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12.03     Addresses . The addresses for proper notice under this Agreement are as follows:
If to any Seller or Parent Guarantor, to:
Reliant Care Management Company, L.L.C.
1869 Craig Park Court
St. Louis, Missouri 63146
Attn: Richard J. DeStefane, President
Email: rdestefane@reliantcaremgmt.com
Fax: (314) 543‑3880

with a copy to (which shall not constitute notice):
Reliant Care Management Company, L.L.C.
1869 Craig Park Court
St. Louis, Missouri 63146
Attn: Robert J. Craddick, In‑House Counsel
Email: rcraddick@reliantcaremgmt.com
Fax: 314‑226‑1736


with a copy to (which shall not constitute notice):

Greensfelder, Hemker & Gale, P.C.
10 South Broadway, Suite 2000
St. Louis, Missouri 63102
Attn: Vincent J. Garozzo
Email: vjg@greensfelder.com
Fax: 314‑241‑8624

If to Purchaser, to:

GAHC4 Missouri SNF Portfolio, LLC
c/o Griffin‑American Healthcare REIT II, Inc.
18191 Von Karman Avenue, Suite 300
Irvine, California 92612
Attention: Stefan Oh
Email: soh@ahinvestors.com
Fax: (949) 474‑0442

with a copy to (which shall not constitute notice):

Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
211 Commerce Street, Suite 800
Nashville, Tennessee 37201
Attn: Elizabeth C. Sauer, Esq.

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Email: esauer@bakerdonelson.com
Fax: (615) 744‑5745

If to the Escrow Agent or Title Company, to:

First American Title Insurance Company
777 South Figueroa, Suite 400
Los Angeles, California 90017
Attention: Brian M. Serikaku
Email: bmserikaku@firstam.com
Fax: (877) 398‑1603
Any party may, from time to time, by written notice to the other parties hereto given in accordance with the foregoing, designate a different address for notices to such party.
ARTICLE 13
ESCROW AGENT
13.01     Investment and Use of Funds . The Escrow Agent shall invest the Deposit in a segregated, interest‑bearing, institutional money market account with First American Trust for the benefit of Purchaser, shall not commingle the Deposit with any funds of the Escrow Agent or others and shall promptly provide Purchaser and Seller with confirmation of the investments made. All interest earned on the Deposit shall become a part of the Deposit and be disbursed with it. If the Closing under this Agreement occurs, then the Escrow Agent shall deliver or credit the Deposit (or portion thereof) as provided herein. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable the Escrow Agent to comply with the terms of this Agreement.
13.02     Termination .
(a)    Upon a termination of this Agreement in accordance with its terms, either Parent Guarantor, on behalf of itself and Sellers, or Purchaser (in either case, the “ Terminating Party ”) may give written notice to the Escrow Agent and the other party (the “ Non‑Terminating Party ”) of such termination and the grounds for such termination. Such notice shall also constitute a request for the release of the Deposit to the Terminating Party, if applicable.
(b)    In such event, the Non‑Terminating Party shall have five (5) Business Days after the Non‑Terminating Party’s receipt of notice of termination provided in accordance with the provisions of Article 12 in which to object in writing to, as applicable, the reallocation of the Deposit or the release of the Deposit (or any portion thereof) to the Terminating Party. If the Non‑Terminating Party provides such an objection, then the Escrow Agent shall retain the Deposit until it receives written instructions executed by Parent Guarantor, on behalf of Sellers, and Purchaser as to the disposition and disbursement of the Deposit, or until ordered by final court order, decree or judgment, which is not subject to appeal, to deliver the Deposit to a particular party, in which event the Deposit shall be delivered in accordance with such notice,

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instruction, order, decree or judgment. If the Non‑Terminating Party does not provide such an objection, then the Escrow Agent shall deliver the Deposit in accordance with the Terminating Party’s notice, if applicable, provided that the Terminating Party shall include with its notice to the Escrow Agent or promptly upon request by Escrow Agent evidence of delivery of its notice of termination in accordance with the provisions of Article 12 . In no event shall the Escrow Agent ever be obligated to confirm actual delivery of notice to the Non‑Terminating Party.
13.03     Interpleader . Except as provided in Section 13.02 , Sellers and Purchaser agree that in the event of any controversy regarding the Deposit, unless mutual written instructions are received by the Escrow Agent directing the disposition of such Deposit, the Escrow Agent shall not take any action, but instead shall await the disposition of any proceeding relating to the Deposit or, at the Escrow Agent’s option, the Escrow Agent may interplead all parties and deposit the Deposit with a court of competent jurisdiction in which event the Escrow Agent may recover all of its actual, out‑of‑pocket costs, including, without limitation, reasonable attorneys’ fees. Sellers or Purchaser, whichever loses in any such interpleader action, shall be solely obligated to pay such costs and fees of the Escrow Agent related to such interpleader action.
13.04     Liability of the Escrow Agent . The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties and that the Escrow Agent shall not be liable to any of the parties for any action or omission on its part taken or made in good faith and not in disregard of this Agreement, but shall be liable for its negligent acts. Sellers and Purchaser shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all actual, out‑of‑pocket costs, claims and expenses, including, without limitation, reasonable attorneys’ fees, incurred in connection with the performance of its duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on its part. Additionally, the Escrow Agent shall not be liable to any of the parties hereto if the Escrow Agent retains the Deposit because the Escrow Agent is uncertain as to the proper party to whom the Deposit should be delivered, provided the Escrow Agent acts reasonably and in good faith.
ARTICLE 14
MISCELLANEOUS
Where applicable, the terms and conditions of the provisions set forth in this Article 14 shall survive the Closing or earlier termination of this Agreement.
14.01     Entire Agreement . This Agreement embodies the entire agreement among the parties and supersedes all prior agreements and undertakings.
14.02     Assignment . This Agreement may not be assigned by Sellers or Parent Guarantor without the prior consent of Purchaser in its sole discretion. This Agreement shall not be assigned by Purchaser without the prior consent of Parent Guarantor, on behalf of itself and Sellers, which consent may be withheld in Parent Guarantor’s sole discretion. Notwithstanding the foregoing, Purchaser may assign its interest in this Agreement, in part or in whole and as to any Facility, to an affiliate of Purchaser; provided , however , that in the event of any such

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assignment, (a) Purchaser shall not be released from any obligations of Purchaser hereunder, and (b) Purchaser shall provide notice of any such assignment to Parent Guarantor, on behalf of itself and Sellers.
14.03     Modifications; Waiver . This Agreement may be modified, amended, or cancelled only by a written instrument signed by the parties hereto. No waiver of any of the provisions of this Agreement will be deemed to or will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Any waiver must be in writing and signed by the party entitled to performance. No waiver by a party of any breach or default on the part of another party will be effective unless set forth in writing and executed by the party against which enforcement of the waiver is sought, and any such waiver will operate only as a waiver of the particular breach or default specified in such written waiver and will not be effective as a waiver of any other subsequent breach or default.
14.04     Interpretation; Usage .
(a)    Whenever the words “include”, “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”
(b)    The word “or” as used in this Agreement shall not be exclusive.
(c)    The word “will” as used in this Agreement has the same meaning as “shall” and thus means an obligation and an imperative and not a futurity.
(d)    The words “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.
(e)    As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by any Seller to Purchaser (other than the Master Lease or any ancillary document or instrument delivered in connection with the Master Lease), the phrase “ to Sellers’ Knowledge ” or any similar phrase regarding the “Knowledge” of Sellers, shall mean the actual, not constructive or imputed, knowledge of Richard DeStefane, Wentric Williams, Dennis Holtmann, Lannie Wineland and Robert Craddick (the “ Seller Knowledge Representatives ”). Under no circumstances shall the Seller Knowledge Representatives have any individual liability for any representations or warranties made by or on behalf of any Seller. Sellers represent that the Seller Knowledge Representatives are involved with Seller’s ownership, operation and management of the Property and that the factual matters addressed in the representations set forth in this Agreements fall within the scope of their responsibilities.
(f)    As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by any Purchaser to Seller (other than the Master Lease or any ancillary document or instrument delivered in connection with the Master Lease), the phrase “ to Purchaser’s Knowledge ” or any similar phrase regarding the “Knowledge” of Purchaser, shall

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mean the actual, not constructive or imputed, knowledge of Stefan Oh, Paul Baker and Danny Prosky (the “ Purchaser Knowledge Representatives ”). Under no circumstances shall the Purchaser Knowledge Representatives have any individual liability for any representations or warranties made by or on behalf of any Purchaser. Purchaser represents that the Purchaser Knowledge Representatives are involved with the ownership, operation and management of Purchaser and that the factual matters addressed in the representations set forth in this Agreements fall within the scope of their responsibilities.
(g)    As used in this Agreement, (i) an “ affiliate ” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, while the term “ control ” (including the terms “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise; (ii) “ Affiliated Party ” means each of Parent Guarantor and Existing Master Tenant; and (iii) “ Affiliated Service Party ” means each Affiliated Party and Advanced Medical Supply Management Services, L.L.C., Reliant Care Finance Company, L.L.C., Reliant Care Rehabilitative Services, L.L.C. and United Scripts LTC, LLC.
(h)    Solely for purpose of Section 5.01(k) and Section 5.01(t) hereunder, Affiliated Party shall include any affiliate of such Affiliated Party or Sellers to the extent an event or occurrence with respect to such affiliate has or is reasonably likely to have a Material Adverse Effect. As used in this Agreement, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, as the context may require.
(i)    A reference to any statute or to any provision of any statute shall include any amendment to, and any modification or re‑enactment thereof, and all regulations and statutory instruments issued thereunder or pursuant thereto.
(j)    The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
(k)    “ Writing ,” “ written ” and comparable terms refer to printing, typing and other means of reproducing words (including, without limitation, electronic media) in a visible form.
(l)    References from or through any date mean, unless otherwise specified, from and including, without limitation, or through and including, without limitation, respectively.

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14.05     Captions . The captions used in connection with the articles, sections and subsections of this Agreement are for convenience only and will not be deemed to expand or limit the meaning of the language of this Agreement.
14.06     Successors and Assigns . This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns permitted hereunder.
14.07     Controlling Law; Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri and without reference to any Missouri conflict of laws rule that would result in the application of the laws of a state other than Missouri. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the United States District Court for the Eastern District of Missouri or the courts of the State of Missouri located in the County of St. Louis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
14.08     Attachments . If the provisions of any schedule, exhibit or rider to this Agreement are inconsistent with the provisions of this Agreement, the provisions this Agreement shall prevail. The schedules and exhibits attached hereto are hereby incorporated as integral parts of this Agreement.
14.09     Time of Essence; Survival of Claims . Time is important to all parties in the performance of this Agreement, and all parties have agreed that time is of the essence with respect to the obligations of the parties hereunder and to any date set out in this Agreement, except as otherwise expressly provided herein. Notwithstanding anything contained herein to the contrary, the parties hereby acknowledge and agree that none of the terms, conditions, representations, warranties, indemnities, covenants, agreements or obligations of the parties set forth in this Agreement (collectively, “ Obligations ”) shall survive the Closing or earlier termination of this Agreement except as expressly set forth in this Agreement; provided , however , that any such surviving Obligations shall survive the Closing or earlier termination of this Agreement solely for the period expressly contemplated by its terms. With respect to the survival period for any Obligation set forth herein, if the party seeking to enforce its rights files a claim against the other party in good faith, with specificity and in writing within the period of survival for such Obligation as set forth herein, the Obligation that is the subject of the claim shall survive for as long as reasonably necessary for the parties to obtain a final, non‑appealable judgment with respect thereto.
14.10     Business Day . “ Business Day ” means a day other than a Saturday, Sunday, federal holiday or other day on which commercial banks in St. Louis, Missouri are authorized or required by law or executive order to close. If the final date of any period set out in any provision of this Agreement falls on a day that is not a Business Day, then, and in such event, the time of such period will be extended to the next Business Day.

48





14.11     Attorneys’ Fees and Costs . If a party is required to resort to litigation to enforce its rights under this Agreement, then the prevailing party in such litigation will be entitled to collect from the other party all actual, out‑of‑pocket costs and expenses, including reasonable attorneys’ fees incurred in connection with such action, without regard to statutory presumption.
14.12     Counterparts . This Agreement may be executed in multiple counterparts which shall together constitute a single document; however, this Agreement shall not be effective unless and until all counterpart signatures have been obtained. A facsimile or other electronic transmission of an original signature shall be binding hereunder.
14.13     Publicity . Sellers and Purchaser each hereby covenant that, after the Closing, any press release or public statement with respect to the Closing issued by Sellers or Purchaser shall be subject to the prior review and approval of Sellers and Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed).
14.14     Waiver of Jury Trial . TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE RELATIONSHIP OF ANY SELLER AND PURCHASER HEREUNDER, PURCHASER’S OWNERSHIP OR USE OF ANY PROPERTY OR ANY CLAIMS OF INJURY OR DAMAGE.
14.15     Bulk Sales Laws . Purchaser hereby waives compliance by Sellers with the provisions of the “bulk sales”, “bulk transfer” or similar laws of any state.
14.16     Obligation to Close on All Facilities . Except as expressly set forth in this Agreement and subject to the terms and conditions of this Agreement, Purchaser’s obligation to purchase the Facilities is not severable, and Purchaser must purchase all of the Facilities.
14.17     Guaranty . Parent Guarantor joins in this Agreement for the purpose of guaranteeing compliance by Sellers with all obligations of Sellers contained in this Agreement (collectively, the “ Seller Obligations ”). In furtherance thereof, Parent Guarantor hereby unconditionally and irrevocably guarantees to Purchaser the full and timely payment and performance of the Seller Obligations (the “ Guaranty ”). The Guaranty is legal, valid and binding upon and against Parent Guarantor, enforceable in accordance with its respective terms, subject to no defense, counterclaims, set‑off, or objection of any kind. The obligation of Parent Guarantor under the Guaranty are continuing, absolute and unconditional and shall remain in full force and effect until the Seller Obligations shall have been paid and performed in full. The obligations of Parent Guarantor hereunder shall not be affected, modified, changed, amended, limited, impaired, released or discharged, in whole or in part, by reason of: (a) the entry of an order for relief pursuant to the United States Bankruptcy Code by or against any Seller or Parent Guarantor; (b) the modification, change, amendment, limitation, impairment or release of the liability of a Seller or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the U.S. Bankruptcy Code, or from the decision of any federal, state or local court; (c) the proposal or confirmation of a plan of

49





reorganization concerning a Seller or Parent Guarantor or by any rejection of this Agreement pursuant to any such proceeding; or (d) the assignment of a Seller’s obligations pursuant to this Agreement or an order of court or by operation of law. The Guaranty constitutes a guarantee of payment and performance and not of collection. Accordingly, Purchaser may enforce the Guaranty against Parent Guarantor without first making demand or instituting collection or enforcement proceedings against any Seller. Parent Guarantor’s liability for the Seller Obligations is hereby declared to be primary, and not secondary, and the liability of Parent Guarantor under this Agreement shall in no way be limited or impaired by, and Parent Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of this Agreement.
14.18     Cooperation with Audit .
(a)    Sellers acknowledge that, subject to Section 14.02 , Purchaser may assign all of its right, title and interest in and to this Agreement. The assignee may be affiliated with a publicly registered company (“ Registered Company ”) promoted by Purchaser. Sellers acknowledge that they have been advised that if Purchaser is affiliated with a Registered Company, the assignee may be required to make certain filings with the Securities and Exchange Commission (the “ SEC Filings ”) that relate to the three (3) most recent pre‑acquisition fiscal years (the “ Audited Years ”) and the current fiscal year through the date of acquisition (the “ stub period ”) for each Property. To assist the assignee in preparing the SEC Filings, Sellers covenant and agree to (and to cause Parent Guarantor to) provide the assignee (to the extent in Sellers’ possession or reasonable control), upon not less than two (2) weeks prior written notice and during normal business hours, with the following within five (5) Business Days prior to the DDP Expiration Date and any time thereafter until the first anniversary of the Closing Date: (i) access to bank statements for the Audited Years and stub periods; (ii) rent roll as of the end of the Audited Years and stub periods; (iii) operating statements for the Audited Years and stub periods; (iv) access to the general ledger for the Audited Years and stub periods; (v) cash receipts schedule for each month in the Audited Years and stub periods; (vi) access to invoices for expenses and capital improvements in the Audited Years and stub periods; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the Audited Years and stub periods and the three months thereafter; (ix) all leases and five (5) year lease schedules; (x) copies of all insurance documentation for the Audited Years and stub periods; (xi) copies of accounts receivable aging as of the end of the Audited Years and stub periods along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Years and stub periods; (xii) signed representation letter in the form attached hereto as Exhibit I (“ Representation Letter ”); (xiii) all organizational documents of Seller; (xiv) confirmation of all cash receivables and payables for the Audited Years and the stub periods; (xv) all information related to financial statement footnotes; and (xvi) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Exhibit J . To the extent requested by Purchaser prior to Closing, Sellers also agree to deliver to Purchaser a signed Representation Letter and the foregoing requested information within five (5) Business Days prior to Closing, and such delivery shall be a condition to Closing. Sellers acknowledge receipt of a sample audit request deliverables checklist provided by Purchaser for Sellers’ review. Purchaser understands that not all of the items listed thereon may be applicable to Sellers, Parent Guarantor and the

50





Facilities, but Sellers agree to use commercially reasonable efforts to deliver or otherwise make available at the Facilities the items listed thereon to the extent applicable and requested by Purchaser’s auditor.
(b)    Notwithstanding any language to the contrary set forth herein, Purchaser agrees to engage Purchaser’s auditor at its sole cost and expense and to reimburse Sellers for (i) the fees and expenses actually charged by Sellers’ independent accountants in assisting Purchaser’s auditor with the foregoing audit and SEC Filings (not to include the cost of Sellers’ audited financial statements or other fees or expenses which Sellers would have incurred regardless of the foregoing audit and SEC Filing requirements), and (ii) any other reasonable out‑of‑pocket expenses actually incurred by Sellers pursuant to meeting its obligations under this Section 14.18 , including, without limitation, legal fees. In no event shall Sellers’ cooperation with Purchaser in accordance with this Section 14.18 materially interfere with the operation of its business.
14.19     Purchaser’s Disclosures . Seller acknowledges that it is Purchaser’s intention that the ultimate acquirer be a corporation that is or intends to qualify as a subsidiary of a Real Estate Investment Trust (“ REIT ”) and that, as such, it is subject to certain filing and reporting requirements in accordance with federal laws and regulations, including, without limitation, regulations promulgated by the Securities and Exchange Commission. Accordingly, and notwithstanding any provision of this Agreement or the provisions of any other existing agreement between the parties hereto to the contrary, Purchaser may publicly file, disclose, report or publish any and all information related to this transaction that may be reasonably interpreted as being required by federal law or regulation, or as Purchaser otherwise elects in its sole discretion.
14.20     No Personal Liability . In addition to any limitation on liability provided by law or any other agreement or instrument, no advisor, trustee, director, officer, employee, accountant, attorney, beneficiary, shareholder, partner, participant or agent of or in Purchaser or any Seller or Parent Guarantor shall have any personal liability, directly or indirectly, under or in connection with this Agreement or the transaction contemplated hereunder.
[Signature page follows.

51





IN WITNESS WHEREOF , the undersigned parties have caused this Agreement to be executed and delivered as of the date first written above.
SELLERS:

 

BKY PROPERTIES OF ST ELIZABETH LLC ,
a Missouri limited liability company



By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President


MMA HEALTHCARE OF ST ELIZABETH,
INC. D/B/A ST. ELIZABETH CARE
CENTER , a Missouri corporation


By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President

BRIDGEWOOD ASSOCIATES, L.L.C. ,
a Missouri limited liability company




By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President

BRIDGEWOOD HEALTH CARE CENTER,
L.L.C. D/B/A BRIDGEWOOD HEALTH
CARE CENTER , a Missouri limited liability
company


By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President


CRESTWOOD ASSOCIATES, L.L.C. ,
a Missouri limited liability company




By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President


CRESTWOOD HEALTH CARE CENTER,
L.L.C. D/B/A CRESTWOOD HEALTH CARE
CENTER , a Missouri limited liability company



By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President

EASTVIEW ASSOCIATES, L.L.C. ,
a Missouri limited liability company



By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President

EASTVIEW MANOR, INC. D/B/A
EASTVIEW MANOR CARE CENTER ,
a Missouri corporation


By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President

MILAN ASSOCIATES, L.L.C. ,
a Missouri limited liability company





BKY HEALTHCARE OF MILAN, INC.
D/B/A MILAN HEALTH CARE CENTER ,
a Missouri corporation












By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President


By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President


M‑S ASSOCIATES, L.P. ,
a Missouri limited partnership

By: Randolph Pettis GP LLC, a Missouri
        limited liability company, its General
        Partner

By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President

NORTH VILLAGE PARK, L.L.C. D/B/A
NORTH VILLAGE PARK , a Missouri limited
liability company




By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President

SALISBURY ASSOCIATES LLC ,
a Missouri limited liability company



By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President


CHARITON PARK HEALTH CARE
CENTER, L.L.C. , a Missouri limited liability
company


By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President

SEDALIA ASSOCIATES, L.P. ,
a Missouri limited partnership

By: Brunswick Park Associates, Inc.,
        a Missouri corporation, its General
        Partner

By: /s/ Richard J. DeStefane, President
Richard J. DeStefane, President

FOUR SEASONS LIVING CENTER, L.L.C.
D/B/A FOUR SEASONS LIVING CENTER ,
a Missouri limited liability company




By: /s/ Richard J. DeStefane, President
   Richard J. DeStefane, President











PARENT GUARANTOR :


TLG II, L.L.P. ,
a Missouri limited liability partnership

By: RCG, Inc., a Missouri corporation,
its General Partner

By: /s/ Richard J. DeStefane, President
Richard J. DeStefane, President








PURCHASER :

GAHC4 MISSOURI SNF PORTFOLIO, LLC ,
a Delaware limited liability company

By:    Griffin‑American Healthcare REIT IV Holdings, LP,
a Delaware limited partnership, its Sole Member

By:    Griffin‑American Healthcare REIT IV, Inc.,
a Maryland corporation, its General Partner

By:     /s/ Danny Prosky            
Name:    Danny Prosky                
Its:    President and Chief Operating Officer







CONSENT OF ESCROW AGENT
The undersigned Escrow Agent hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Agent under said Agreement, and (iii) be bound by said Agreement in the performance of its duties as Escrow Agent; provided , however , that the undersigned shall have no obligations, liability or responsibility under (a) this Consent or otherwise unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned, or (b) any amendment to said Agreement unless and until the same shall be accepted by the undersigned in writing.
DATED: June 8, 2018
First American Title Insurance Company
(“ Escrow Agent ”)
 
 
 
By:   /s/ Brian M. Serikaku   
 
Its:   Senior Commercial Escrow Officer



Consent of Escrow Agent





Exhibit A
FACILITIES, OWNER SELLERS, OPERATORS AND MASTER TENANTS
FACILITY NAME
OWNER SELLER
OPERATOR
MASTER
TENANT
Bridgewood Health Care
Center (“ Bridgewood ”)
Bridgewood Associates,
L.L.C.
Bridgewood Health Care
Center, L.L.C. d/b/a
Bridgewood Health Care
Center
TLG III, L.L.P.

Chariton Park Health Care
Center (“ Chariton Park ”)
SALISBURY
ASSOCIATES LLC
CHARITON PARK
HEALTH CARE CENTER,
L.L.C. d/b/a Chariton Park
Health Care Center
TLG III, L.L.P.
Crestwood Health Care
Center (“ Crestwood ”)
Crestwood Associates,
L.L.C.
Crestwood Health Care
Center, L.L.C. d/b/a
Crestwood Health Care Center
TLG III, L.L.P.
Four Seasons Living Center
(“ Four Seasons ”)
SEDALIA
ASSOCIATES, L.P.
FOUR SEASONS LIVING
CENTER, L.L.C. d/b/a Four
Seasons Living Center

N/A
Milan Health Care Center
(“ Milan ”)
Milan Associates, L.L.C.
BKY Healthcare of Milan,
Inc. d/b/a Milan Health Care
Center
TLG III, L.L.P.
Eastview Manor Care
Center (“ Eastview ”)
Eastview Associates,
L.L.C.
Eastview Manor, Inc. d/b/a
Eastview Manor Care Center

N/A
North Village Park (“ North
Village ”)
M-S ASSOCIATES, L.P.
North Village Park, L.L.C.
d/b/a North Village Park
TLG III, L.L.P.
St. Elizabeth Care Center
(“ St. Elizabeth ”)
BKY Properties of St
Elizabeth LLC
MMA Healthcare of St.
Elizabeth, Inc. d/b/a St.
Elizabeth Care Center
TLG III, L.L.P.




Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jeffrey T. Hanson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Griffin-American Healthcare REIT IV, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
August 10, 2018
 
By:
 
/s/ J EFFREY   T. H ANSON
Date
 
 
 
Jeffrey T. Hanson
 
 
 
 
Chief Executive Officer and Chairman of the Board of Directors
 
 
 
 
(Principal Executive Officer)


Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Brian S. Peay, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Griffin-American Healthcare REIT IV, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
August 10, 2018
 
By:
 
/s/ B RIAN S. P EAY
Date
 
 
 
Brian S. Peay
 
 
 
 
Chief Financial Officer
 
 
 
 
(Principal Financial Officer and Principal Accounting Officer)





Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Griffin-American Healthcare REIT IV, Inc., or the Company, hereby certifies, to his knowledge, that:
(1) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
August 10, 2018
 
By:
 
/s/ J EFFREY   T. H ANSON
Date
 
 
 
Jeffrey T. Hanson
 
 
 
 
Chief Executive Officer and Chairman of the Board of Directors
 
 
 
 
(Principal Executive Officer)




Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Griffin-American Healthcare REIT IV, Inc., or the Company, hereby certifies, to his knowledge, that:
(1) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
August 10, 2018
  
By:
 
/s/ B RIAN S. P EAY
Date
  
 
 
Brian S. Peay
 
  
 
 
Chief Financial Officer
 
 
 
 
(Principal Financial Officer and Principal Accounting Officer)