Common use of Conditions to Initial Advance Clause in Contracts

Conditions to Initial Advance. The initial advance of the Loan shall be subject to the terms of any commitment letter (if any) issued by Lender with respect to the Loan, and Lender's receipt, review, approval and/or confirmation of the following, at Borrower's cost and expense, each in form and content satisfactory to Lender in its sole discretion: 1. The Underwritten NOI of the Project generates a Cash on Cash Return of at least 6.5% and a Debt Service Coverage of at least 1.37:1.0. 2. The LTV Ratio does not exceed 75%. 3. Borrower's cash equity in the Project is at least $10,000,000. 4. The Loan Documents, executed by Borrower and, as applicable, each Borrower Party and each other party thereto. 5. The Origination Fee of $96,200.00 in cash. 6. An ALTA (or equivalent) mortgagee policy of title insurance in the maximum amount of the Loan, with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Mortgage is a first-priority Lien on the Project and related collateral. 7. All documents evidencing the formation, organization, valid existence, good standing, and due authorization of and for Borrower and each Borrower Party and the authorization for the execution, delivery, and performance of the Loan Documents by Borrower and each Borrower Party. 8. Legal opinions issued by counsel for Borrower and each Borrower Party, opining as to the due organization, valid existence and good standing of Borrower and each Borrower Party, and the due authorization, execution, delivery, enforceability and validity of the Loan Documents with respect to, Borrower and each Borrower Party; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Project and its use is in full compliance with all legal requirements; and as to such other matters as Lender and Lender's counsel reasonably may specify. 9. Current UCC searches for Borrower and the immediately preceding owner of the Project. 10. Evidence of insurance as required by this Agreement, and conforming in all respects to the requirements of Lender. 11. A current ALTA/ACSM land title survey of the Project, dated or updated to a date not earlier than thirty (30) days prior to the date hereof, certified to Lender and the issuer of Lender's title insurance, prepared by a licensed surveyor acceptable to Lender and such title insurer, and conforming to Lender's current standard survey requirements. 12. A current engineering report or architect's certificate with respect to the Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details, and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. Such report shall also include an assessment of the Project's tolerance for earthquake and seismic activity. 13. A current Site Assessment. 14. A current rent roll of the Project, which Borrower or the current owner of the Project shall represent and warrant is true and correct. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); (e) lease term (commencement, expiration and renewal options); (f) expense pass-throughs; (g) cancellation/termination provisions; (h) security deposit; and (i) material operating covenants and co-tenancy clauses. In addition, Borrower shall provide Lender with a copy of the standard lease form to be used by Borrower in leasing space in the Project, and, at Lender's request, true and correct copies of all leases of the Project. 15. A copy of the Management Agreement, certified by Borrower as being true, correct and complete. 16. Borrower's deposit with Lender of the amount required by Lender to impound for taxes and assessments and insurance under Article 3 and to fund any other required escrows or reserves. 17. Evidence that the Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender's request, Borrower shall furnish Lender with a zoning endorsement to Lender's title insurance policy, zoning letters from applicable municipal agencies, and utility letters from applicable service providers. 18. No change shall have occurred in the financial condition of Borrower or any Borrower Party or in the Underwritten NOI of the Project, or in the financial condition of any major or anchor tenant, which would have, in Lender's sole judgment, a material adverse effect on the Project or on Borrower's or any Borrower Party's ability to repay the Loan or otherwise perform its obligations under the Loan Documents. 19. No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the Project; the Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority or other third party, which would have, in Lender's judgment, a material adverse effect on Borrower, any Borrower Party or the Project. 20. All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan or the acquisition of the Project have been paid, such evidence to be accompanied by any waivers or indemnifications deemed necessary by Lender. 21. The Budget showing all sources of funds and total costs relating to closing of the proposed transaction, all uses of the initial advance, and amounts allocated for future advances (if any). 22. Payment of Lender's costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Lender's inspecting engineers, consultants, and outside counsel. 23. Estoppel certificates and subordination, non-disturbance and attornment agreements from tenants, as requested by Lender. 24. Such credit checks, background investigations and other information required by Lender regarding Borrower, each Borrower Party and any other Person holding a direct or indirect interest in Borrower, including such additional information as Lender may request regarding compliance by Borrower, and by direct and indirect interest holders in Borrower, with the provisions of Article 9. 25. Such other documents or items as Lender or its counsel may require. 26. The representations and warranties contained in this Loan Agreement and in all other Loan Documents are true and correct. 27. No Potential Default or Event of Default shall have occurred or exist.

Conditions to Initial Advance. The initial advance of the Loan shall be subject to the terms of any commitment letter (if any) issued by Lender with respect to the Loan, and Lender's ’s receipt, review, approval and/or confirmation of the following, at Borrower's ’s cost and expense, each in form and content satisfactory to Lender in its sole discretion: 1. The Underwritten NOI acquisition cost of the Project generates a Cash on Cash Return of Projects is at least 6.5% $44,500,000 (including Lender approved closing costs and a Debt Service Coverage of at least 1.37:1.0related fees). 2. The LTV Ratio does not exceed 75%. 3. Borrower's ’s cash equity in the Project Projects is at least $10,000,00016,400,000. 43. The Loan Documents, executed by Borrower and, as applicable, each Borrower Party and each other party thereto. 54. The Origination Fee loan origination fee of $96,200.00 925,000 in cash. 65. An ALTA (or equivalent) mortgagee policy of title insurance in the maximum amount of the LoanLoan (or multiple mortgagee policies of title insurance with an aggregation endorsement providing comparable coverage), with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Mortgage is a first-priority Lien on the Project Projects and related collateral. 76. All documents evidencing the formation, organization, valid existence, good standing, and due authorization of and for Borrower and each Borrower Party and the authorization for the execution, delivery, and performance of the Loan Documents by Borrower and each Borrower Party. 87. Legal opinions issued by counsel for Borrower and each Borrower Party, opining as to the due organization, valid existence and good standing of Borrower and each Borrower Party, and the due authorization, execution, delivery, enforceability and validity of the Loan Documents with respect to, Borrower and each Borrower Party; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Project and its use is in full compliance with all legal requirements; that the Loan Documents do not create or constitute a partnership, a joint venture or a trust or fiduciary relationship between Borrower and Lender; and as to such other matters as Lender and Lender's ’s counsel reasonably may specify. 98. Current UCC searches for Borrower Borrower, Borrower’s partners and members, and the immediately preceding owner owners of the ProjectProjects. 109. Evidence of insurance as required by this Agreement, and conforming in all respects to the requirements of Lender. 1110. A current ALTA/ACSM land title survey of the each Project, dated or updated to a date not earlier than thirty (30) days prior to the date hereof, certified to Lender and the issuer of Lender's ’s title insurance, prepared by a licensed surveyor acceptable to Lender and such title insurer, and conforming to Lender's ’s current standard survey requirements. 1211. A current engineering report or architect's ’s certificate with respect to the each Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details, details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. Such As requested by Lender, such report shall also include an assessment of the Project's ’s tolerance for earthquake and seismic activity. 1312. A current Site AssessmentAssessment for each Project. 1413. A current rent roll of the each Project, which Borrower or the current owner of the such Project shall represent and warrant is true and correct. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); (e) lease term (commencement, expiration and renewal options); (f) expense pass-throughs; (g) cancellation/termination provisions; (h) security deposit; and (i) material operating covenants and co-tenancy clauses. In addition, Borrower shall provide Lender with a copy of the standard lease form to be used by Borrower in leasing space in the ProjectProjects, and, at Lender's ’s request, true and correct copies of all leases of the Projectspace in the Projects. 1514. A copy of the Management Agreementmanagement agreement for the Projects, certified by Borrower as being true, correct and complete. 1615. Borrower's ’s deposit with Lender of the amount required by Lender to impound for taxes and assessments and insurance under Article 3 and to fund any other required escrows or reserves. 1716. Evidence that the each Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender's ’s request, Borrower shall furnish Lender with a zoning endorsement to Lender's ’s title insurance policy, zoning letters from applicable municipal agencies, and utility letters from applicable service providers. 1817. No change shall have occurred in the financial condition of Borrower or any Borrower Party or in the Underwritten NOI of the ProjectProjects, or in the financial condition of any major or anchor tenant, which would have, in Lender's ’s sole judgment, a material adverse effect on the any Project or on Borrower's ’s or any Borrower Party's ’s ability to repay the Loan or otherwise perform its obligations under the Loan Documents. 1918. No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the any Project; the no Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority or other third partyauthority, which would have, in Lender's ’s judgment, a material adverse effect on Borrower, any Borrower Party or the any Project. 2019. All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan or the acquisition of the Project Projects have been paid, such evidence to be accompanied by any waivers or indemnifications deemed necessary by Lender. 2120. The Budget showing all sources of funds and total costs relating to closing of the proposed transaction, all uses of the initial advance, and amounts allocated for future advances (if any). 2221. Payment of Lender's ’s costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Lender's ’s inspecting engineers, consultants, and outside counsel. 2322. Estoppel certificates and subordination, non-disturbance and attornment agreements from tenants, as requested by Lender. 2423. Such credit checks, background investigations and other information required by Lender regarding Borrower, each Borrower Party and any other Person holding a direct or indirect interest in Borrower, including such additional information as Lender may request regarding compliance by Borrower, and by direct and indirect interest holders in Borrower, with the provisions of Article 9. 2524. Such other documents or items as Lender or its counsel may require. 2625. The representations and warranties contained in this Loan Agreement and in all other Loan Documents are true and correct. 2726. No Potential Default or Event of Default shall have occurred or exist.

Conditions to Initial Advance. The initial advance of the Loan Initial Advance shall be subject to the terms of any commitment letter (if any) issued by Lender with respect to the Loan, Collateral Agent's and each Lender's receipt, review, approval and/or confirmation of the following, at Borrower's cost and expense, each in form and content satisfactory to the Collateral Agent and each Lender in its their sole discretion: 1. The Underwritten Lender Verified NOI of the Project equals or exceeds $13,758,754 and generates a Cash on Cash Return Yield (as defined in the Mortgages) of at least 6.510% and a Debt Service Coverage Ratio of at least 1.37:1.01.47 to 1.0. 2. The LTV Ratio does not exceed 75%. 3. Borrower's cash equity in the Project is at least $10,000,000. 4. The Loan Documents, executed by Borrower and, as applicable, each Borrower Party and each other party thereto. 53. The Payment to the Collateral Agent (on behalf of the Lenders) of the Origination Fee of $96,200.00 in the amount set forth in the Fee Letter, in cash. 64. An For each Mortgage, an ALTA (or equivalent) mortgagee policy of title insurance in the maximum amount of the Loan, with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to LenderCollateral Agent, and insuring that the Mortgage is a first-priority Lien on the portion of the Project and related collateralcollateral encumbered thereby. 75. All documents evidencing the formation, organization, valid existence, good standing, and due authorization of and for Borrower and each Borrower Party and the authorization for the execution, delivery, and performance of the Loan Documents by Borrower and each Borrower Party. 86. Legal opinions issued by counsel for Borrower and each Borrower Party, opining as to the due organization, valid existence and good standing of Borrower and each Borrower Party, and the due authorization, execution, delivery, enforceability and validity of the Loan Documents governed by Illinois law with respect to, Borrower and each Borrower Party; that the LoanLoans, as reflected in the Loan Documents, is are not usurious; to the extent that Lender Collateral Agent is not otherwise satisfied, that the Project and its use is are in full compliance with all legal requirements; and as to such other matters as Lender Collateral Agent and LenderCollateral Agent's counsel reasonably may specify. 9. Current UCC searches for Borrower and the immediately preceding owner of the Project. 107. Evidence of insurance as required by this Agreement, and conforming in all respects to the requirements of LenderCollateral Agent. 118. A current ALTA/ACSM land title survey of the Project, dated or updated to a date not earlier than thirty (30) days prior to the date hereofhereof (provided that the foregoing 30-day requirement shall not apply to the portion of the Project encumbered by the Leasehold Mortgage), certified to Lender and the issuer of Lender's title insuranceCollateral Agent, prepared by a licensed surveyor acceptable to Lender Collateral Agent and such title insurer, and conforming to LenderCollateral Agent's current standard survey requirements. 129. A current engineering report or architect's certificate with respect to the Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details, details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. Such report shall also include an assessment of the Project's tolerance for earthquake and seismic activity. 1310. A current Site AssessmentAssessment for the Project. 1411. A current rent roll of the Project, which Borrower or the current owner of the Project shall represent in form and warrant is true detail satisfactory to Collateral Agent and correct. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); (e) lease term (commencement, expiration and renewal options); (f) expense pass-throughs; (g) cancellation/termination provisions; (h) security deposit; and (i) material operating covenants and co-tenancy clausescertified by Borrower. In addition, Borrower shall provide Lender Collateral Agent with a copy of the standard lease form to be used by Borrower in leasing space in the Project, and, at LenderCollateral Agent's request, true and correct copies of all leases of the Project. 1512. A copy of the Management Agreementmanagement agreements for the Project, certified by Borrower as being true, correct and complete. 1613. Borrower's deposit with Lender Collateral Agent of the amount required by Lender Collateral Agent (if any) to impound for taxes and taxes, assessments and insurance as required under Article 3 the Mortgages and to fund any other required escrows or reserves. 1714. Evidence that the Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender's request, Borrower shall furnish Lender with a zoning endorsement to Lender's title insurance policy, zoning letters from applicable municipal agencies, and utility letters from applicable service providers. 1815. No change shall have occurred in the financial condition of Borrower or any Borrower Party or in the Underwritten NOI of the Project, or in the financial condition of any major or anchor tenantLender Verified NOI, which would have, in Collateral Agent's or any Lender's sole judgment, a material adverse effect on the Project or on Borrower's or any Borrower Party's ability to repay the Loan Loans or otherwise perform its obligations under the Loan Documents. 1916. No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the Project; the Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority or other third partyauthority, which would have, in Collateral Agent's or any Lender's judgment, a material adverse effect on Borrower, any Borrower Party or the Project. 2017. All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan Loans or the acquisition of the Project have been paid, such evidence to be accompanied by any waivers or indemnifications deemed necessary by LenderCollateral Agent. 2118. The Budget and the Capex Budget showing all sources of funds and total costs relating to closing of the proposed transaction, all uses of the initial advanceInitial Advance, and amounts allocated for future advances (if any)Subsequent Advances. 2219. Payment of LenderCollateral Agent's costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of LenderCollateral Agent's inspecting engineers, consultants, and outside counsel. 23. Estoppel certificates and subordination, non-disturbance and attornment agreements from tenants, as requested by Lender. 2420. Such credit checks, background investigations and other information required by Lender Collateral Agent regarding Borrower, each Borrower Party and any other Person holding a direct or indirect interest in Borrower, including such additional information as Lender Collateral Agent may request regarding compliance by Borrower, and by direct and indirect interest holders in Borrower, with the provisions of Article 9Paragraph 27 of the Notes. 2521. Evidence that Borrower has exercised it extension option under the "Ground Lease" described in the Leasehold Mortgage, extending the term of the Ground Lease from May 1, 2019 to April 30, 2044. 22. Such other documents or items as Lender Collateral Agent or its counsel may require. 2623. The representations and warranties contained in this Loan Agreement and in all other Loan Documents are true and correct. 2724. No Potential Default or Event of Default shall have occurred or exist. 25. The Loan A shall have closed or shall concurrently close with the Loans.

Conditions to Initial Advance. The initial advance of the Loan shall be subject to the terms of any commitment letter (if any) issued by Lender with respect to the Loan, and Lender's receipt, review, approval and/or confirmation of the following, at Borrower's cost and expense, each in form and content satisfactory to Lender in its sole discretion: 1. The Underwritten NOI of the Project generates a Cash on Cash Return of at least 6.5% and a Debt Service Coverage of at least 1.37:1.0. 2. The LTV Ratio does not exceed 75%. 3. Borrower's cash equity in the Project is at least $10,000,000. 4. The Loan Documents, executed by Borrower and, as applicable, each Borrower Party and each other party theretoParty. 52. The Origination Fee commitment fee of $96,200.00 435,816.32 in cash. 63. An ALTA (or equivalent) mortgagee policy policies of title insurance insurance, in the aggregate maximum amount of the Loan, with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Senior Mortgage is a first-priority Lien on the Project Projects and related collateral and that the Junior Mortgage is a second-priority Lien on the Projects and related collateral. 74. All documents evidencing the formation, organization, valid existence, good standing, and due authorization of and for Borrower and each Borrower Party and the authorization for the execution, delivery, and performance of the Loan Documents by Borrower and each Borrower Party. 85. Legal opinions issued by counsel for Borrower and each Borrower Party, opining as to the due organization, valid existence and good standing of Borrower and each Borrower Party, and the due authorization, execution, delivery, enforceability and validity of the Loan Documents with respect to, Borrower and each Borrower Party; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Project Projects and its their use is in full compliance with all legal requirements; that the Loan Documents do not create or constitute a partnership, a joint venture or a trust or fiduciary relationship between Borrower and Lender; and as to such other matters as Lender and Lender's counsel reasonably may specify. 96. Current UCC Uniform Commercial Code searches for Borrower and the immediately preceding owner of the ProjectProjects. 107. Evidence of insurance as required by this Agreement, and conforming in all respects to the requirements of Lender. 118. A current ALTA/ACSM land title "as-built" survey of the each Project, dated or updated to a date not earlier than thirty (30) days prior to the date hereof, certified to Lender and the issuer of Lender's such title insuranceinsurer, prepared by a licensed surveyor acceptable to Lender and such the issuer of the title insurerinsurance, and conforming to Lender's current standard survey requirements. 129. A current engineering report or architect's certificate with respect to the each Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details, details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. Such As requested by Lender, such report shall also include an assessment of the Project's tolerance for earthquake and seismic activity. 1310. A current Site AssessmentAssessment for each Project. 1411. A current rent roll of the each Project, which and copies of all Residency Agreements, certified by Borrower or the current owner of the Project shall represent and warrant is true and correctsuch Project. Such rent roll shall include the following information: (a) tenant resident names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year, if any); (e) lease term (commencement, expiration and renewal options); (f) expense pass-throughs; (g) cancellation/termination provisions; (hf) term (if any); and (g) security deposit; and (i) material operating covenants and co-tenancy clauses. In addition, Borrower shall provide Lender with a copy of the each standard lease form, admission agreement, occupancy or other residency agreement form to be used by Borrower in leasing space in the ProjectProjects, or conducting a retirement home business in the Projects, in form satisfactory to and approved by Lender. 12. Evidence satisfactory to Lender that Borrower is and has at all relevant times been in all respects in compliance with all requirements of the Social Security Act of 1965, the regulations promulgated thereunder, and, at Lender's requestas applicable, true all conditions of participation in the Medicare program thereunder, including, without limitation, those imposed by the State Agencies and correct the United States Department of Health and Human Services. 13. Certified copies of all leases (i) Medicare provider agreements, as applicable, issued under Title XVIII and Title XIX of the ProjectSocial Security Act of 1965, with current provider numbers, (ii) as applicable, nursing home licenses (or "long-term-care licenses") issued by the State Agencies, (iii) a personal care facilities license issued by the State Agencies, and (iv) all licenses, permits and approvals required or convenient for the operation of the Projects as retirement communities under applicable laws and regulations, such certifications to state that such agreements, licenses, permits and approvals are in full force and effect. 15. A copy of the Management Agreement, certified by Borrower as being true, correct and complete. 1614. Borrower's deposit with Lender of the amount required by Lender to impound for taxes and assessments and insurance under Article 3 and to fund any other required escrows or reserves. 1715. Evidence that the Project Projects and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender's request, Borrower shall furnish Lender with a zoning endorsement to Lender's title insurance policy, zoning letters from applicable municipal agencies, and utility letters from applicable service providers. 1816. No change shall have occurred in the financial condition of Borrower or any Borrower Party or in the Underwritten NOI Net Operating Income of the either Project, or in the financial condition of any major or anchor tenant, which would have, in Lender's sole judgment, a material adverse effect on the a Project or on Borrower's or any Borrower Party's ability to repay the Loan or otherwise perform its obligations under the Loan Documents. 1917. No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the a Project; the neither Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority or other third partyauthority, which would have, in Lender's judgment, a material adverse effect on Borrower, any Borrower Party or the a Project. 18. The annualized Net Operating Income of the Projects equals or exceeds $4,850,000 and the Debt Service Coverage equals or exceeds 1.10:1, each from Residency Agreements of not more than 95% occupancy of each Project, after application of a management fee of not less than 3% of Operating Revenues and reserves for replacements of not less than 1% of Operating Revenues. 19. The acquisition cost of the Projects is at least equal to the sum of (a) $56,000,000, including all closing costs and related fees, and (b) the total cost of the Expansion Work incurred and paid as of the date hereof. 20. Borrower's cash investment for the acquisition of the Projects is at least $14,750,000. 21. All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan or the acquisition of the Project Projects have been paid, such evidence to be accompanied by any waivers or indemnifications deemed necessary by Lender. 2122. The Budget showing all sources of funds and total costs relating to closing of the proposed transaction, all uses of the initial advance, and amounts allocated for future advances (if any). 2223. Payment of Lender's costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Lender's inspecting engineers, consultants, and outside counsel. 23. Estoppel certificates and subordination, non-disturbance and attornment agreements from tenants, as requested by Lender. 24. Such credit checks, background investigations and other information required by Lender regarding Borrower, each Borrower Party and any other Person holding a direct or indirect interest in Borrower, including such additional information as Lender may request regarding compliance by Borrower, and by direct and indirect interest holders in Borrower, with the provisions of Article 9. 25. Such other documents or items as Lender or its counsel reasonably may require. 2625. The representations and warranties contained in this Loan Agreement and in all other Loan Documents are true and correct. 2726. No Potential Default or Event of Default shall have occurred or exist. 27. Lender shall have audited costs of Expansion Work incurred and paid to date, as certified by the contractors and architects for the Expansion Work, and Lender's inspecting architect/engineer shall have certified that the total amounts incurred and paid for Expansion Work is for Expansion Work actually completed. 28. Borrower shall have received an assignment of all Construction Contracts and Plans for the Expansion Work, copies of which Construction Contracts and Plans must be furnished to and approved by Lender, and Borrower shall have received written agreements from the contractors and design professionals for the Expansion Work, consenting to the assignment of such Construction Contracts and Plans to Borrower, and the further assignment of such Construction Contracts and Plans to Lender. Schedule 2.1 - 3 57

Conditions to Initial Advance. The initial advance of the Loan shall be subject to the terms of any commitment letter (if any) issued by Lender with respect to the Loan, and Lender's receipt, review, approval and/or confirmation of the following, at Borrower's cost and expense, each in form and content satisfactory to Lender in its sole discretion: 1. The Underwritten NOI of the Project generates a Cash on Cash Return of at least 6.5% and a Debt Service Coverage of at least 1.37:1.0. 2. The LTV Ratio does not exceed 75%. 3. Borrower's cash equity in the Project is at least $10,000,000. 4. The Loan Documents, executed by Borrower and, as applicable, each Borrower Party and each other party theretoParty. 52. The Origination Advance Fee of $96,200.00 in cashfor any amount advanced under the Floating Rate Note. 63. An ALTA (or equivalent) mortgagee policy policies of title insurance insurance, in the aggregate maximum amount of the Loan, with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Mortgage is a first-priority Lien on the Project Projects and related collateral. 74. All documents evidencing the formation, organization, valid existence, good standing, and due authorization of and for Borrower and each Borrower Party and the authorization for the execution, delivery, and performance of the Loan Documents by Borrower and each Borrower Party. 85. Legal opinions issued by counsel for Borrower and each Borrower Party, opining as to the due organization, valid existence and good standing of Borrower and each Borrower Party, and the due authorization, execution, delivery, enforceability and validity of the Loan Documents with respect to, Borrower and each Borrower Party; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Project Projects and its their use is in full compliance with all legal requirements; that the Loan Documents do not create or constitute a partnership, a joint venture or a trust or fiduciary relationship between Borrower and Lender; and as to such other matters as Lender and Lender's counsel reasonably may specify. 96. Current UCC Uniform Commercial Code searches for Borrower and the immediately preceding owner of the ProjectProjects. 107. Evidence of insurance as required by this Agreement, and conforming in all respects to the requirements of Lender. 118. A current ALTA/ACSM land title An "as-built" survey of the each Project, dated or updated to a date not earlier than thirty (30) days prior to the date hereof, certified to Lender and the issuer of Lender's such title insuranceinsurer, prepared by a licensed surveyor acceptable to Lender and such the issuer of the title insurerinsurance, and conforming to Lender's current standard survey requirements. 129. A current An engineering report or architect's certificate with respect to the each Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details, details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. Such As requested by Lender, such report shall also include an assessment of the Project's tolerance for earthquake and seismic activity. 13. A current Site Assessment. 14. A current rent roll of the Project, which Borrower or the current owner of the Project shall represent and warrant is true and correct. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); (e) lease term (commencement, expiration and renewal options); (f) expense pass-throughs; (g) cancellation/termination provisions; (h) security deposit; and (i) material operating covenants and co-tenancy clauses. In addition, Borrower shall provide Lender with a copy of the standard lease form to be used by Borrower in leasing space in the Project, and, at Lender's request, true and correct copies of all leases of the Project. 15. A copy of the Management Agreement, certified by Borrower as being true, correct and complete. 16. Borrower's deposit with Lender of the amount required by Lender to impound for taxes and assessments and insurance under Article 3 and to fund any other required escrows or reserves. 17. Evidence that the Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender's request, Borrower shall furnish Lender with a zoning endorsement to Lender's title insurance policy, zoning letters from applicable municipal agencies, and utility letters from applicable service providers. 18. No change shall have occurred in the financial condition of Borrower or any Borrower Party or in the Underwritten NOI of the Project, or in the financial condition of any major or anchor tenant, which would have, in Lender's sole judgment, a material adverse effect on the Project or on Borrower's or any Borrower Party's ability to repay the Loan or otherwise perform its obligations under the Loan Documents. 19. No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the Project; the Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority or other third party, which would have, in Lender's judgment, a material adverse effect on Borrower, any Borrower Party or the Project. 20. All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan or the acquisition of the Project have been paid, such evidence to be accompanied by any waivers or indemnifications deemed necessary by Lender. 21. The Budget showing all sources of funds and total costs relating to closing of the proposed transaction, all uses of the initial advance, and amounts allocated for future advances (if any). 22. Payment of Lender's costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Lender's inspecting engineers, consultants, and outside counsel. 23. Estoppel certificates and subordination, non-disturbance and attornment agreements from tenants, as requested by Lender. 24. Such credit checks, background investigations and other information required by Lender regarding Borrower, each Borrower Party and any other Person holding a direct or indirect interest in Borrower, including such additional information as Lender may request regarding compliance by Borrower, and by direct and indirect interest holders in Borrower, with the provisions of Article 9. 25. Such other documents or items as Lender or its counsel may require. 26. The representations and warranties contained in this Loan Agreement and in all other Loan Documents are true and correct. 27. No Potential Default or Event of Default shall have occurred or exist.