Common use of Other documents and evidence Clause in Contracts

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 clause 37.4 (Service of process), if not an Original Obligor, ) has accepted its appointment. (b) A copy the U.S. Facility Agreement. (c) Evidence A copy of a good standing certificate (including verification of tax status) with respect to the Borrower, issued as of a recent date by the Secretary of State or other appropriate official of: (i) the Borrower’s jurisdiction of incorporation or organisation; and (ii) the jurisdiction of the payment Borrower’s registered place of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)business. (d) A copy, certified a true copy by an Authorised Signatory of the Borrower of: (i) the Original Financial Statements of the Borrower; and (ii) a breakdown of Accumulated Other Comprehensive Income or Accumulated Other Comprehensive Loss of the Borrower, as applicable, for the fiscal quarter ended 30 September 2010 together with the necessary adjustments to exclude FX and cash flow hedging elements. (e) Evidence that any other the Account Party is authorised to underwrite business at Lloyd’s. (f) Evidence that the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 clauses 17 (Fees) and Clause ‎17 18 (Costs and expensesExpenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (g) Evidence that on or prior to the Hedging Reserve has first Utilisation Date (i) all actual or contingent liabilities and obligations of the Borrower under the Existing Facility have been funded or will be funded on irrevocably discharged in full, (ii) all commitments thereunder have been or will be irrevocably cancelled and (iii) all letters of credit issued thereunder have been or will be cancelled and returned to the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)issuing bank. (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory Chief Financial Officer of the Additional Obligor certifying Borrower stating that each copy document listed it is and would be Solvent after complying with its obligations with respect to Letters of Credit set out in clause 5 (Borrower’s Liabilities in relation to Letters of Credit) and the payment of all estimated legal and other fees related to this Part C of Schedule 2 is correct, complete Agreement and in full force and effect and has not been amended or superseded as at a date no earlier than the date consummation of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability this Agreement. For purposes of any Finance Document. 9. If availablesuch certificate, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed “Solvent” means with respect to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with Borrower on any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]determination that:

Other documents and evidence. 1. A copy of a certificate of the Borrower (affixed with the Borrower’s registered corporate seal (법인인감 in Korean)): (a) A funds flow statement (confirming that the Funds Flow Statement) setting out obligations of the funding and application of funds in relation parties to the transactions contemplated in this Agreement.Securities Purchase Agreement to effect the Acquisition have, or will on or prior to the Acquisition Closing Date, become unconditional (other than payment of the purchase price thereunder and obligations and conditions that by their terms are to be satisfied on the Acquisition Closing Date); (b) Evidence confirming that the terms of the Securities Purchase Agreement have not been amended or waived in a manner which would be materially adverse to the interests of the Lender under the Finance Documents (taken as a whole) (other than any process agent referred to in Clause ‎43.2 (Service amendment or waiver made with the prior consent of processthe Lender), if not an Original Obligor, has accepted its appointment.; (c) Evidence confirming that it has or will have sufficient funds, together with the proceeds of the payment of all outstanding arrangement fees and outstanding fees of lawyers and Loan, to pay the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Acquisition Price in full; (d) Evidence that any other fees, and the costs and expenses then due from providing a list of all Material Subsidiaries of the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by as at the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).date of this Agreement; (e) Evidence confirming that the KEXIM Facility Agreement or any agreement or document in connection with the KEXIM Facility Agreement do not contain terms in respect of the funding provisions of Special Reserves required Security Interests, maturity date, events of default and mandatory prepayments (in each case, howsoever described) more favourable than the terms provided to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or Lender pursuant to the Utilisation Request).Finance Documents; and (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming certifying that each member copy document provided under section D of the Group which Schedule 1 is a Dormant Subsidiary true, correct, complete and, as at the Closing Date is included relevant, in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees full force and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrowereffect. 2. A copy of the constitutional documents of the Additional ObligorSecurities Purchase Agreement. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance DocumentsBorrower’s Original Financial Statements. 4. A specimen of Evidence that all fees and expenses then due and payable from the signature of each person authorised Borrower under this Agreement have been or will be paid by the resolution referred to in paragraph 3 aboveUtilisation Date. 5. If required by law or to Evidence that the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, agent under the Finance Documents to which the Additional Obligor is a party. 6. A certificate for service of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed process in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12appointment. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited SK Ecoplant Co., Ltd. as Borrower To: [AgentBNP Paribas] as Original Lender Dated: [ ] Dear SirsSirs dated 12 December 2021 (the Agreement) 1. We refer to the Agreement. This is a Utilisation Request. 2. Terms Interest Periods defined in the Agreement shall have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 23. We wish to borrow a the Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: USD [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request.] 4. The proceeds of this Loan should be credited to the following account of the [account▇▇▇▇▇▇▇▇].: Account Name: [ ] Account Number: [ ] Account Bank: [ ] Other required information: [ ] 5. The purpose proceeds of this Loan will be used to finance the Acquisition Price. 6. This Request is irrevocable. 7. We confirm that each condition specified in clause 3.2 (Further conditions precedent) of the Agreement is satisfied or will be satisfied on the Utilisation Date. 8. We undertake to supply you with such additional information and documentation in our possession, and such clarification – to our knowledge, as you advise us is reasonably necessary in connection with the K-SURE Insurance Policy and we agree we will not hold you responsible for any delay in meeting this request for the Loan occasioned by you making such request for information. 9. This Request is governed by and construed in accordance with English law. Yours faithfully …………………………………… Authorised signatory for SK Ecoplant Co., Ltd. To: [LENDER] as Lender From: SK Ecoplant Co., Ltd. as Borrower Date: [ ] 1. We refer to the Agreement. This is a Compliance Certificate. 2. We confirm that [no Default is continuing]/[the following Default[s] [is/are] continuing and the following steps are being taken to remedy [it/them]: [ ]. 63. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above):that: (a) the outstanding balance Our Gearing Ratio is [●]:1; (b) [Our Interest Cover Ratio is [●]:1]; and (c) [Our Shareholder Equity is [●].] A detailed calculation of the arrangement fee being £[ above mentioned ratios is attached hereto. 4. The current Material Subsidiaries are: (a) [●]; (b) any commitment fee due and payable at the Utilisation Date;[●]; and (c) [ ] fees; (d) The fees of the Valuer and [ [●]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this AgreementThe Group Structure Chart. (b) The Financial Model. (c) The Ratings Presentation. (d) The Investor Presentation. (e) The Approved List. (f) The Offering Memorandum. (g) The Steps Paper, in a form agreed upon by the Company and the Agent. (h) A copy of the Original Financial Statements. (i) The Funds Flow Statement in a form agreed by the Company and the Agent setting out the proposed movement of funds on or around the Closing Date. (j) Copies certified as true, complete and up-to-date of each of the Senior Secured Notes Documents to be entered into on or prior to the first Utilisation Date executed by the parties to those documents to the extent not previously delivered (which shall not be required to be in form and substance satisfactory to the Agent). (k) A certificate of the Company (signed by a director) certifying that: (i) the list of Material Companies of the Group set out in Schedule 11 (Material Companies) is correct, complete and up-to-date, as at the Closing Date; (ii) the Coverage Test has been complied with as at the Closing Date; and (iii) the full amount of the Senior Secured Notes (being an aggregate principal amount of not less than USD 325,000,000) has been advanced or will simultaneously with the first Utilisation under this Agreement be applied as shown in the Funds Flow. (l) Evidence that the fees, costs and expenses then due and payable from the Company pursuant to Clauses 15 (Fees), 16.7 (Stamp taxes) and 20 (Costs and expenses) have been paid or will be paid on or by the Closing Date. (m) Evidence that any process agent referred to in Clause ‎43.2 44.2 (Service of process)) or clause 29.2 (Service of process) of the Intercreditor Agreement, if not an Original Obligor, has accepted its appointment. (cn) Evidence of the payment of all outstanding arrangement fees Other than Permitted Lien and outstanding fees of lawyers and the Valuer Permitted Debt as defined in Schedule 15 (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special ReservesIncurrence Covenants Schedule) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). not including paragraph (f) Evidence of the definition of Permitted Lien and paragraph (b) of the definition of Permitted Debt), evidence that all existing guarantees and Security of the Deferred Maintenance and Environmental Conditions Reserve has been funded or Group will be funded discharged on the Utilisation Date to the extent required or by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Closing Date, including: (i) Evidence that notice of prepayment and cancellation providing for the Above-Ground Storage Tank Reserve has been funded or will be funded on prepayment of all outstanding amounts under the Utilisation Date Existing Facilities (as evidenced including all fees, costs and expenses payable thereunder), other than any Existing Facilities which are Existing Ancillary Facilities and which are intended by the Funds Flow Statement and/or parties to form Ancillary Facilities for the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded purposes of this Agreement, on or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at before the Closing Date is included in executed by the Dormant Subsidiaries List.parties thereto; and (lii) A copy of the Umbrella Agreement. pay-off and security release (mincluding all relevant local law release) A copy of each of the agreements evidencing documents and any intra-Group debt notifications, filings or Subordinated Debt. (n) Evidence that all guarantees and Security granted registrations required to be made in connection with the Subordinated Debt has been or will be released at Closingreleases. (o) The US Facility Agreement duly executed by all parties to itA letter from the Company specifying the Mandatory Prepayment Account including details of such account name, account number and the name and address of the bank where such account is held. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. (p) A copy of the constitutional documents of the Additional ObligorBritish International School Bratislava s.r.o. (the “Slovak Company”). 3. (q) A copy of a the resolution of the board of directors sole shareholder of the Additional ObligorSlovak Company: (ai) approving the terms ofeffective division of the existing shareholding interest of Nord Anglia Education Limited in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the Slovak Company’s registered capital in the amount of EUR 6,639 to two separate shareholding interests, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document one of which shall be transferred to which it is partyNA Schools Limited; (bii) authorising amending the Foundation Deed of the Slovak Company so as to allow the transfer of part of the shareholding interest vested in the Slovak Company to NA Schools Limited and to allow establishment of a specified person or persons to execute pledge over the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or shareholding interest vested in connection with the Finance Documents to which it is a partySlovak Company in favour of the Security Agent; and (diii) authorising amending the Borrower to act as its agent in connection with the Finance Documents 4. A specimen articles of association of the signature Slovak Company to delete the requirements under articles 4.2 and 4.3 of each person authorised by the resolution referred to in paragraph 3 abovearticles of association. 5. If required by law or to (r) A copy of an up-to-date extract from the extent customary commercial register for the issue Slovak Company not older than three months at the time of submission. (s) Directors’ Certificate of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders executives of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor Slovak Company certifying that each copy document listed relating to it specified in this Part C 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession DeedAgreement. 8. (t) Confirmation issued by the District Court Bratislava I evidencing that no bankruptcy proceedings, bankruptcy, restructuring proceedings or restructuring have been applied for or commenced in relation to the Slovak Company or terminated due to insufficient assets of the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement. (u) Confirmation issued by the District Court Bratislava I evidencing that no liquidation has been commenced in relation to the Slovak Company, dated no earlier than three (3) Business Days prior to the date of this Agreement. (v) Evidence of submission of an application to the relevant court maintaining the commercial registry upon which the security established over the ownership interest of Nord Anglia Education Limited in the Slovak Company will be registered. (w) A copy of a per-rollam resolution of the shareholders of the Slovak Company: (i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any other Authorisation or other document, opinion or assurance which the Agent considers Utilisation Request) to be necessary signed and/or despatched by it under or desirable in connection with the entry Finance Documents to which it is a party; and (x) A copy of an agreement on transfer of shareholding interest in the Slovak Company evidencing the effective transfer of the sole shareholder’s shareholding interest in the Slovak Company corresponding to the sole shareholder’s monetary contribution into the registered capital of the Slovak Company in the amount of EUR 750 onto NA Schools Limited, which represent 11.30 per cent of the total registered capital of the Slovak Company and performance evidence of its delivery to the Slovak Company. (y) An evidence of submission of a complete application to the relevant commercial registry upon which the corporate change under paragraph (x) above will be registered. (z) A certificate of good standing in respect of the Parent. (aa) A copy of the constitutional documents of the English International School of Prague, s.r.o. (the “Czech Company”). (bb) A copy of a resolution of the board of the Czech Company: (i) approving the terms of, and the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If availableby, the latest audited financial statements of Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Additional Obligor. 10. The following legal opinions, each addressed Transaction Documents to the Agent, the Security Agent and the Lenders:which it is a party; (aii) A legal opinion of authorising a specified person or persons to execute the legal advisers Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Lenders in England, as Finance Documents to English law in the form distributed to the Lenders prior to signing the Accession Deedwhich it is a party. (bcc) If A certificate of an authorised signatory of the Additional Guarantor Czech Company certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is incorporated correct, complete and in full force and effect and has not been amended or has its “centre superseded as at a date no earlier than the date of main interest” or “establishment” the Agreement. (as referred dd) The extract from the register of entrepreneurs (rejestr przedsiebiorców) of the National Court Register relating to in Clause 20.26 The British School Sp. z o.o. (Centre of main interests ee) Certifications and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is extracts from the pledges register confirming the assets subject to the Transaction Security Documents governed by a Polish law other are not encumbered with any registered pledges, except for the registered pledges constituting Permitted Security and established under the Transaction Security Documents governed by Polish law. (ff) Extracts from the register of treasury pledges issued not later than English law, a legal opinion 10 Business Days before the date of the legal advisers Agreement confirming that the assets subject to the Lenders in Transaction Security Documents governed by the jurisdiction of its incorporation, “centre of main interest” or “establishment” Polish law are not encumbered with any treasury pledges. (as applicablegg) or, as the case may be, the jurisdiction A certified copy of the governing law certificate from the competent tax office for the registered office of The British School Sp. z o.o. confirming that Finance Document there are no outstanding taxes due from each Borrower issued no more than 10 (the Applicable Jurisdictionten) as Business Days prior to the law date of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2(hh) A certified copy of the certificate from the Polish social security office for the registered office of The British School Sp. We wish z o.o. confirming that there are no outstanding social security premiums due from The British School Sp. z o.o. issued no more than 10 (ten) Business Days prior to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this the Utilisation Request. 4. The proceeds (ii) Duly completed and paid applications for the registration of this Loan should be credited to [account]the registered pledges established under the Transaction Security Documents governed by Polish law. 5. The purpose (jj) Appointment letter to appoint a sub-security agent residing in an EU or OECD country, stating that for the purposes of the Loan is [ ]Hungarian security interests, the parallel debt claims are held by the sub-security agent. 6(kk) Consent of general meeting of English International School Prague, s.r.o. [We confirm that you may [disburse to the Loan through [LAWYERS] and] deduct creation of the pledges over its shares. (ll) Apostilled excerpt from the Loan (although the amount commercial register of the Loan will remain the amount requested above):Citicorp International Limited and related power of attorney. (amm) the outstanding balance Apostilled copy of the arrangement fee being £[ ];certificate of incorporation or equivalent relating to NA Schools Limited. (bnn) any commitment fee due and payable at Apostilled copy of the Utilisation Date;certificate of incorporation or equivalent relating to Nord International Schools Limited. (coo) [ ] fees;Form A to evidence registration of Malaysian guarantee with Foreign Exchange Controller of Malaysia within 7 Business Days before issuance. (dpp) The fees Lodgement of Form 34 (as prescribed in Companies Act, 1965 of Malaysia) at Companies Commission of Malaysia. (qq) A copy of a resolution signed by all the holders of the Valuer and [ ];issued shares in NAE Hong Kong Limited, approving the amendment to the articles of association to remove any restrictions on the transfer of shares. (err) Land Registry fees; and (f) Stamp duty land taxA copy of a resolution signed by all the holders of the issued shares in the Company, approving the amendment to the articles of association to remove any restrictions on the transfer of shares.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 37.4 (Service of process), if not an Original Obligor, ) has accepted its appointment. (b) A copy the U.S. Facility Agreement. (c) Evidence A copy of a good standing certificate (including verification of tax status) with respect to the Borrower, issued as of a recent date by the Secretary of State or other appropriate official of: (i) the Borrower’s jurisdiction of incorporation or organisation; and (ii) the jurisdiction of the payment Borrower’s registered place of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)business. (d) A copy, certified a true copy by an Authorised Signatory of the Borrower of: (i) the Original Financial Statements of the Borrower; and (ii) a breakdown of Accumulated Other Comprehensive Income or Accumulated Other Comprehensive Loss of the Borrower, as applicable, for the fiscal quarter ended 30 September 2010 together with the necessary adjustments to exclude FX and cash flow hedging elements. (e) Evidence that any other the Account Party is authorised to underwrite business at Lloyd’s. (f) Evidence that the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 Clauses 17 (Fees) and Clause ‎17 18 (Costs and expensesExpenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (g) Evidence that on or prior to the Hedging Reserve has first Utilisation Date (i) all actual or contingent liabilities and obligations of the Borrower under the Existing Facility have been funded or will be funded on irrevocably discharged in full, (ii) all commitments thereunder have been or will be irrevocably cancelled and (iii) all letters of credit issued thereunder have been or will be cancelled and returned to the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)issuing bank. (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory Chief Financial Officer of the Additional Obligor certifying Borrower stating that each copy document listed it is and would be Solvent after complying with its obligations with respect to Letters of Credit set out in Clause 5 (Borrower’s Liabilities in relation to Letters of Credit) and the payment of all estimated legal and other fees related to this Part C of Schedule 2 is correct, complete Agreement and in full force and effect and has not been amended or superseded as at a date no earlier than the date consummation of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability this Agreement. For purposes of any Finance Document. 9. If availablesuch certificate, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed “Solvent” means with respect to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with Borrower on any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]determination that:

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) 2.1 Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 11 (Fees) and Clause ‎17 16 (Costs and expensesExpenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). 2.2 Either (i) Evidence confirmation from the Borrower that no event of default has occurred and is continuing under the Above-Ground Storage Tank Reserve has been funded Existing Facility Agreement or will be funded on result from the entry into or Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded of this Agreement or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory closing of the Acquisition; or (ii) confirmation from the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with amounts outstanding under the Subordinated Debt has Existing Facility Agreement have been or will be released at Closingrepaid, and all commitments made available thereunder have been or will be cancelled in full, in each case, not later than date of first Utilisation under this Agreement. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL FromPART 1 : GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear SirsUTILISATION REQUEST 1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] · (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A] / [Facility B] Currency of Loan: USD Amount: [ [•] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ 4.2 (Further conditions precedentUtilisations during the Certain Funds Period) of the Facilities Agreement is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan This Utilisation Request is [ ]. 6irrevocable. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]Yours faithfully authorised signatory for authorised signatory for Rentokil Initial plc as Borrower Rentokil Initial plc as Borrower

Other documents and evidence. (a) A funds flow statement (The Original Financial Statements of the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this AgreementParent Guarantor. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 11 (Fees) and Clause ‎17 16 (Costs and expenses) have been paid or will be paid when due from the Borrower including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent required to be reimbursed or paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation RequestBorrower hereunder). (ec) Evidence Any and all information and documents required and requested in advance by each of the funding Finance Parties for its “know-your-customer” requirements with respect to each Obligor that is a party to the Finance Documents to the reasonable satisfaction of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)such Finance Party. (fd) Evidence that At least one (1) Business Day prior to the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on service of the Utilisation Date to Request the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).following shall have occurred: (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will parties shall have agreed on the forms of all Finance Documents to be funded executed on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Date; (jii) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on Lenders shall have approved to their satisfaction the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).form of Intercompany Lease; (kiii) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of Lenders (or its counsel) shall have received the Group which is a Dormant Subsidiary as at following: (A) the Closing Date is included Assurance Letter in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement form agreed duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is partythereto; (bB) authorising a specified person certificate of the Secretary or persons to execute Assistant Secretary of the Accession Deed Parent Guarantor attaching and other Finance Documents on certifying copies of its behalf; (c) authorising a specified person or personsarticles of incorporation and its bylaws and of the resolutions of its board of directors, on and authorizations, authorizing the execution and delivery of the Parent Guarantee and the performance of its behalfobligations thereunder and certifying the name, to sign and/or despatch all other documents title and notices to be signed and/or despatched by it under or in connection with true signature of each officer of the Finance Documents Parent Guarantor executing the Parent Guarantee to which it is a party; and; (dC) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue not delivered under paragraph (B) above, certified copies of the legal opinions referred to in paragraph 10 below in the relevant jurisdictionarticles or certificate of incorporation, a copy of a resolution signed by all the holders of the issued shares Parent Guarantor, together with certificates of good standing or existence, as may be available from the Secretary of State of the Additional Obligor, approving jurisdiction of organization of the terms of, Parent Guarantor; (D) satisfactory evidence on the due execution by the Department of the UKSAR2G Contract and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete Assurance Letter and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent UKSAR2G Contract and the Lenders: (a) A legal opinion of the legal advisers Assurance Letter pursuant to the Lenders in England, as to English its public law in the form distributed to the Lenders prior to signing the Accession Deedpower. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application The Original Financial Statements of funds in relation to the transactions contemplated in this Agreementeach Original Obligor. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower Parent pursuant to Clause ‎12 14 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (fc) Evidence that the Deferred Maintenance Company has given notice of prepayment and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date cancellation pursuant to, and to the extent required by permitted under, the Existing Facilities and has delivered an authorisation to the Agent (acting on to apply the instructions proceeds of the Original Lenders acting reasonably) (as evidenced by First Utilisation hereunder in discharge of all outstandings under the Funds Flow Statement and/or the Utilisation Request)Existing Facilities. (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming Chief Financial Officer of each U.S. Group Company stating that borrowing, guaranteeing or securing, as appropriatethe respective company is Solvent after giving effect to the initial Loans, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory application of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date proceeds of the Accession Deed. 8. A copy Loans in accordance with Clause 3 (Purpose) and the payment of any all estimated legal, accounting and other Authorisation or other document, opinion or assurance which fees related to this Agreement and the Agent considers to be necessary or desirable in connection with the entry into and performance consummation of the other transactions contemplated by the Accession Letter or for the validity and enforceability this Agreement. For purposes of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporationthis certificate, “centre of main interestSolvent” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as means with respect to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with Obligor on any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm determination that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance fair value of the arrangement fee being £[ ]; property of such person is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such person; (b) any commitment fee due the present fair saleable value of the assets of such person is not less than the amount which will be required to pay the probable liability of such person on its debts as they become absolute and payable at the Utilisation Date; mature; (c) [ ] fees; such person does not intend to, and does not believe that it will, incur debts or liabilities beyond such person’s ability to pay as such debts and liabilities mature; and (d) The fees such person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such person’s property would constitute unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the Valuer amount which, in light of all the facts and [ ]; (e) Land Registry fees; and (f) Stamp duty land taxcircumstances existing at such time, represents the amount that can reasonably be expected to become an actual and matured liability.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available(b) The Original Financial Statements. (c) Evidence that the fees, costs and expenses then due from the latest audited financial statements Borrower pursuant to Clause 13 (Fees) and Clause 18 (Costs and Expenses) of the Additional ObligorFacilities Agreement have been paid or will be paid by the Initial Utilisation Date. 10. The following legal opinions, each addressed to (d) A certificate of the Agent, Borrower (signed by an authorised signatory) confirming the Security Agent and the Lenderslist of Material Subsidiaries as of 31 December 2016. (e) Evidence: (ai) A legal opinion (by way of irrevocable payment instructions) that the Existing Term Loan Facilities have been or will be repaid in full by close of business on the Initial Utilisation Date with the proceeds of the legal advisers Facility; and (ii) that the Existing Revolving Credit Facilities have been partially cancelled and reduced to amounts not exceeding US$1,200,000,000 and €725,000,000 (or will be so reduced on the Initial Utilisation Date by way of irrevocable notices of partial cancellation delivered to the Lenders in England, as to English law in agent under the form distributed to the Lenders prior to signing the Accession DeedExisting Revolving Credit Facilities). (bf) If Evidence that the Additional Guarantor is incorporated Relevant Existing Security has been granted, extended or confirmed and perfected (on the terms set out in the relevant documentation extending or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)confirming such Relevant Existing Security) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion favour of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor Parties in accordance with paragraph (a) of Clause 23.22 (Further assurance and Security following Debt Ratings decrease) of the Agreed Security PrinciplesFacilities Agreement. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicableg) Evidence that the Additional Guarantor this Agreement has done all that is necessary (including, without limitation, by re-registering been designated as a private company) "Credit Facility Agreement" by the Borrower by written notice to comply with sections 677 to 683 of each Creditor Representative and the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence Common Security Agent (each as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish Intercreditor Agreement) prior to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation RequestAgreement confirming that the entry into this Agreement and incurrence of Liabilities (as defined in the Intercreditor Agreement) in connection hereunder will not breach the terms of any existing Credit Facility Documents or Senior Secured Notes Documents (each as defined in the Intercreditor Agreement). 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 clause 49.4 (Service of process), if not an Original Obligor, ) has accepted its appointment. (b) Evidence that the fees, costs and expenses due from the Group Companies pursuant to the Restructuring Documents have been paid before the Closing Date. (c) Evidence that the Company has received the proceeds of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Required Equity Issue. (d) Evidence that the Coustas Family has contributed (directly or through any other fees, and company or legal entity) at least 50% to the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Required Equity Issue. (e) Evidence Settlement agreement duly executed by the parties thereto in respect of the funding cancellation of Special Reserves required the 3 vessels “HN N-216”, “HN N-217” and “HN N-218” which were scheduled to be funded built at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Hanjin Heavy shipyard (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions An up-to-date structure chart of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Group. (g) Evidence that Waiver and margin adjustment fees equal to 1.55 per cent. calculated for the Hedging Reserve has period from 1 July 2009 to the Closing Date have been funded or will be funded on paid to the Utilisation Date (as evidenced by Participating Lenders who are party to the Funds Flow Statement and/or the Utilisation Request)HSH Facility Agreement to share amongst themselves. (h) Evidence The Company provides evidence that it is able to comply with the provisions of clause 20 as at the date of the Agreement (by reference to the most recent Financial Statements) together with a certificate of an authorised signatory of the Company certifying that the Radon Reserve has been funded or Company will be funded on able to comply with such provisions immediately following the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)execution of this Agreement. (i) Evidence that Updated financial projections incorporating latest re-charterings and changes to the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date fleet (as evidenced by the Funds Flow Statement and/or the Utilisation Requestif any). (j) Evidence that the Underground Storage Tank Reserve has been funded sale of the Sinosure Vessels or will be funded on entry into the Utilisation Date (as evidenced by Sinosure Vessels Alternative Financing would not result in a breach of this Agreement, including, without limitation, the Funds Flow Statement and/or the Utilisation Request).financial covenants and fixed amortisation schedule; (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory Evidence satisfactory to the Relevant Finance Parties of the Borrower confirming that each member release of any corporate guarantee or similar assurance against loss granted by the Company to the Jiangnan Changxing Heavy Industry Company Limited yard (the Yard) in respect of the Group which Sinosure Vessels; (l) Evidence of the deferment of instalments due to the Yard in respect of the Sinosure Vessels has been completed such that there is a Dormant Subsidiary as at no obligation to pay any further instalments due to the Closing Date is included Yard in respect of the Dormant Subsidiaries ListSinosure Vessels prior to delivery; (m) The budget for the period until 31 December 2011. (ln) List of all Existing Finance Document Defaults. (o) A copy of the Umbrella AgreementEmployee Share Plan. (mp) A copy The Additional Second Lien Intercreditor Agreements duly executed by the parties thereto. (q) Copies of Zim Addenda. (r) Each amendment and restatement of the Existing Hedging Agreements (as set out in Schedule 16) has been duly executed by each of the agreements evidencing any intra-Group debt parties to such agreement and the amendments and restatements have become effective or Subordinated Debtwill become effective on the Closing Date. (ns) Evidence that all guarantees The Sinosure Intercreditor Agreement as defined in clause 23.10(c) (viii). 1 An accession of a Group Company (a) A Group Company Accession Deed, duly executed by the additional Group Company and Security granted in connection with the Subordinated Debt has been or will be released at ClosingCompany. (ob) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligoradditional Group Company. 3. (c) A copy of a resolution of the board of directors of the Additional Obligoradditional Group Company: (ai) approving the terms of, and the transactions contemplated by, the Group Company Accession Deed and the Finance Documents and resolving that it execute, deliver and perform execute the Group Company Accession Deed and any other Finance Document to which it is partyDeed; (bii) authorising a specified person or persons to execute the Accession Deed and other Finance Documents Letter on its behalf;; and (ciii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; andthis Agreement (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 (ii) above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a directore) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor Group Company certifying that each copy document listed relating to it specified in this Schedule, Part C of Schedule 2 II is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Group Company Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (Evidence that the Funds Flow Statement) setting out Overfunded Amount has been deposited in the funding and application of funds in relation to the transactions contemplated in this AgreementOverfunding Account. (b) Evidence that any process agent referred to in Clause ‎43.2 44.5 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of The Group Structure Chart which shows the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Group. (d) The Base Case Model. (e) The Reports and, in each case, a letter of reliance addressed to the Finance Parties from each of the authors of the Reports (other than the market report by ▇▇▇▇ and Company). (f) Each of the Company and the Senior Borrower has opened an account with Raiffeisen Zentralbank Österreich AG which account is subject to the Transaction Security. (g) Each On-Loan Borrower (other than Sub-Holdco) shall have opened a bank account with ZAO Raiffeisenbank in Moscow and evidence that each such On-Loan Borrower shall have received a “Certificate of Currency Operation” and “Transaction Passport” and shall have irrevocably instructed ZAO Raiffeisenbank to transfer the funds therein to that On-Loan Borrower’s account referred to in paragraph (f) above forthwith upon receipt of such amounts. (h) A copy of a notification filed by each On-Loan Borrower (other than Sub-Holdco) with the Russian tax authorities with respect to the opening of its accounts with ZAO Raiffeisenbank. (i) An original of the MDM Discharge Letter. (j) A copy, certified by an authorised signatory of the Company to be a true copy, of the Original Financial Statements of each Obligor. (k) Evidence that any all Security affecting the Target Group other than Permitted Security have been released (or will be released upon payment of the consideration for the Acquisition). (l) A copy of the shareholders’ register of each Original Obligor. (m) Evidence that the fees, and the costs and expenses then due from the Borrower Company or the Company pursuant to the Fee Letters or to Clause ‎12 18 (Fees), Clause 19.5 (Stamp taxes) and Clause ‎17 23 (Costs and expensesExpenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated DebtDate. (n) Evidence that all guarantees The Funds Flow Statement in a form agreed by the Company and Security granted the Facility Agent detailing the proposed movement of funds on or before the Closing Date and the Funding Date in connection accordance with the Subordinated Debt has been or will be released at ClosingStructure Memorandum. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy Certificate of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor Company (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, detailing the Total Commitments would not cause estimated Acquisition Costs. (p) Duly completed Utilisation Requests relating to any borrowing, guarantee, security or similar limit binding on it Utilisations to be exceededmade on the Funding Date under the Facilities. 7. (q) Federal Antimonopoly Service approval and any other governmental and corporate approvals in Russia or any other relevant jurisdiction required to complete the acquisition of the Target Group pursuant to the Acquisition Agreement and in respect of the acquisition of the Subsidiaries of the Target Companies by the Group and the movement of funds, all as contemplated by the Structure Memorandum at or prior to the Closing Date. (r) A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at Company (signed by a date no earlier than director) identifying the date of account banks with which they understand the Accession DeedTarget Group maintains material operating accounts. 8. (s) The “know your client” documentation set out in Schedule 16 (Know your client documentation). (t) A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers notifies the Company 10 Business Days prior to be drawdown is necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available, (u) Evidence that the latest audited financial statements Escrow Account is funded with at least $30,000,000 of equity or the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion proceeds of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deedsubordinated Shareholder Loans. (bv) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence Evidence that the process agent specified Company has the benefit of at least $85,000,000 in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to security for claims against the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed Vendor under the terms of those security documentsAcquisition Agreement. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) The Group Structure Chart. (b) A funds flow statement copy of the Original Financial Statements. (c) The Base Case Model. (d) Evidence (including without limitation the Funds Flow Statementaccount numbers) setting out that the funding following accounts have been opened and application maintained by the Borrower (and, in the case of funds in relation the LHD Vendor Joint Account, the Borrower and the LHD Vendor): (i) the Onshore Controlled Account; (ii) the Onshore USD Project Account; (iii) the Onshore RMB Project Account; (iv) the Onshore Cash Collateral Account; (v) the DSRA; and (vi) the LHD Vendor Joint Account. (e) Evidence that the Borrower is one of the signatories to the transactions contemplated LHD Vendor Joint Account whose consent is required to authorise any withdrawal from such account. (f) Evidence (including without limitation the account numbers) that the Parentco Controlled Account has been opened and maintained by Parentco. (g) The Approved Project Capex Schedule. (h) The Approved Opex Budget and the Approved Capex Budget in respect of the Initial Budget Period. (i) A copy (certified by the Borrower to be true, complete and up-to-date) of the foreign debt registration certificate issued by SAFE in respect of the Facility provided under this Agreement. (bj) A copy of the application to MOFCOM for approval of the Equity Pledge over Borrower. (k) A copy of the application to SAFE for registration and to MOFCOM for approval of the Mortgage over LHD Units. (l) A copy of the application to SAFE for registration and to MOFCOM for approval of the Pledge over Receivables. (m) Evidence of the discharge of (i) the memorandum of charge dated 19 June 2008 granted by Premium Sino in favour of UOB ▇▇▇ ▇▇▇▇ Finance Limited and (ii) the underlying liabilities owed by premium Sino to UOB ▇▇▇ ▇▇▇▇ Finance Limited to which the foregoing memorandum of charge relates. (n) All documentation and other evidence as is reasonably requested by the Facility Agent (for any or all of the Finance Parties) in order for any or all of the Finance Parties to carry out and be satisfied with the results of all necessary “know your customer”, anti-money laundering and/or other similar checks under all applicable laws and regulations in connection with any or all the Finance Documents and/or the transactions contemplated thereunder. (o) Evidence that any each of the process agent agents (which is not a member of the Group) referred to in Clause ‎43.2 37.2 (Service of process), if not an Original Obligor, Process) and/or in any other Finance Documents has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (dp) Evidence that any other the fees, and the costs and and/or expenses then due from the Borrower any Obligor pursuant to Clause ‎12 (Fees) and Clause ‎17 17 (Costs and expenses) and/or Clause 13.5 (Stamp taxes) and/or any Fee Letter have been paid or will be paid by the date falling 10 Business Days after the Initial Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (eq) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with (i) the entry into and and/or performance of the transactions contemplated by the Accession Letter or any Transaction Finance Document and/or (ii) for the legality, validity and and/or enforceability of any Transaction Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited [name of Borrower] To: [name of Facility Agent] as Facility Agent Dated: Dear Sirs 1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in or construed for the purposes of the Facility Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan under Tranche [ ] on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Currency of Loan: US dollars Amount: [ ] or, if less, the Available FacilityFacility for the above-mentioned Tranche Interest Period: Six Months, subject to the provisions of the Agreement 3. We confirm that each condition specified in Clause 5.2‎ 5.2 (Further conditions precedent) of the Facility Agreement is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should shall be credited to [account]deposited into the following account of the Borrower: insert account details of the Onshore USD Project Account. 5. The purpose of the Loan This Utilisation Request is [ ]. 6irrevocable. [We confirm that you may name of Borrower] To: [disburse the Loan through name of Facility Agent] as Facility Agent [LAWYERSname of Security Agent] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]as Security Agent

Other documents and evidence. (a) The Finance Documents, each duly executed by the parties to it. (b) The Issuer Registration Undertaking Letter duly executed by the parties to it. (c) The Custody Agreements duly executed by each Chargor and the Custodian. (d) The Notices to Custodian duly executed by each Chargor and acknowledged by the Custodian and the Lender. (e) A funds flow statement (the Funds Flow Statement) setting out the funding and application copy of funds in relation an amendment agreement to the transactions contemplated SPA evidencing that certain restrictions arising under the SPA in respect of the SPA Shares have been irrevocably waived by the Issuer in favour of the Lender. (f) Evidence of the shareholding information and details in respect of each Chargor in form and substance satisfactory to the Lender. (g) A copy of the balance sheet of each of the Chargors as at 28 February 2013. (h) A certificate of each Chargor (signed by a director) certifying that each copy document delivered by it as specified in this Schedule 1 and/or any document or evidence delivered hereunder in copy form is correct, complete, and in full force and effect as at a date no earlier than the date of this Agreement. (bi) Evidence that each of the Chargors has obtained all governmental and/or regulatory approvals and licences (including, but not limited to, any process agent referred third party approvals and licences) that are required to in Clause ‎43.2 (Service be obtained by it for the purposes of process)executing, if not an Original Obligor, has accepted delivering and legally performing its appointmentrespective obligations and discharging its respective duties under the Finance Documents. (cj) Evidence A copy of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (any other document, authorisation, opinion or assurance as evidenced reasonably requested by the Funds Flow Statement and/or the Utilisation Request)Lender. (dk) Evidence that any other the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 10 (Fees) and Clause ‎17 15 (Costs and expensesExpenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries ListDate. (l) A copy Evidence that each of the Umbrella AgreementChargors has established each of their Charged Accounts. (m) A copy Confirmation in form and substance satisfactory to the Lender that the register of each members of the agreements evidencing any intra-Group debt or Subordinated DebtIssuer shall be updated immediately upon closing of the issue of the SPA Shares pursuant to the terms of the SPA to reflect the Borrower as the holder of the SPA Shares and to include the notations required to be made pursuant to the Share and Account Charge. (n) Evidence If requested by the Lender, the Lender shall have received a fully executed Federal Reserve Form U-1 and shall be satisfied that all guarantees the Loan and Security granted the use of proceeds thereof shall be in connection compliance with the Subordinated Debt has been or will be released at Closing.provisions of Regulations T, U and X. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving Evidence that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its each process agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, Share and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, Account Charge has accepted its appointment in relation to the proposed Additional Guarantor. 12appointment. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Kanrich Holdings Limited To: [Agent·] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (Copies of the Funds Flow Statement) setting out the funding and application Original Financial Statements of funds in relation to the transactions contemplated in this AgreementGTOC. (b) Evidence that any process agent referred to the fees, costs and expenses then due and payable by the Sellers under this Deed and the Upsize Fee Letter have been paid or, in Clause ‎43.2 respect of the Buyers’ and the Agent’s legal fees, will be paid by the Sellers from the proceeds of the Upsize Advance or otherwise within fifteen (Service 15) Business Days of process), if not an Original Obligor, has accepted its appointmentreceipt of demand supported by invoices from the Buyer’s and the Agent’s respective legal advisors. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent Buyer considers to be necessary or desirable in connection with the entry into Transaction Documents and the performance of the obligations of the Sellers pursuant to the transactions contemplated by the Accession Letter any Transaction Document or for the validity and enforceability of any Finance Transaction Document. 9. If available, provided that the latest audited financial statements Buyer has notified the relevant Seller of the Additional Obligor. 10. The following legal opinionsany such Authorisation, each addressed document, opinion or assurance prior to the Agent, the Security Agent and the Lenders: (a) A legal opinion date of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession this Deed. (bd) If Written evidence, in form and substance satisfactory to the Buyer, that a process agent, appointed by each of the Additional Guarantor is incorporated in or has its “centre Sellers to accept service of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests any proceedings under this Deed and establishments)) in a jurisdiction the other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders applicable Prepayment Documents in the jurisdiction of English courts on its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligorbehalf, has accepted its appointment in relation appointment. (e) An updated Group Structure Chart showing each Obligor. (f) A statement prepared by the facility agent under the RBL Credit Agreement showing that no amounts are outstanding to GTEC under RBL Credit Agreement. (g) A copy of a notice of cancellation from GTEC to the proposed Additional Guarantoragent under the RBL Credit Agreement cancelling all of available commitments under the RBL Credit Agreement. 12. Any security documents which are required by (h) Each of the Agent to be Termination Agreements, duly executed by the proposed Additional Guarantor in accordance with the Agreed Security Principlesparties thereto. 13. Any (i) Evidence, in form and substance satisfactory to the Buyer, that pursuant to the Termination Agreements, all Existing Security Documents and their related registrations in the Registro Nacional de Garantías Mobiliarias have been released, discharged and/or cancelled (as applicable), and that all related filings, notices or documents and acknowledgements required to be given or executed under the terms of those security documentseffect such release, discharge and/or cancellation have been duly made and obtained. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (j) A payment instruction from GTEC to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇J▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer instructing that the proceeds of the first Upsize Advance (other any amounts to be deducted by the Buyers in accordance with the Upsize Fee Letter and up to USD 5,000,000 which may be retained for the purpose set out in clause 4.1(b)(ii) (The Purpose) of the Amended and Restated Prepayment Agreement) are applied in accordance with clause 4.1(b)(i) (The Purpose) of the Amended and Restated Prepayment Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.DATED 24 OCTOBER 2025 AND AS AMENDED AND RESTATED ON THE AMENDMENT AND RESTATEMENT EFFECTIVE DATE 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] ( 1 ) GRAN TIERRA ENERGY COLOMBIA GMBH, GRAN TIERRA OPERATIONS COLOMBIA GMBH, GRAN TIERRA ENERGY ECUADOR 1 GMBH AND GRAN TIERRA ENERGY ECUADOR 2 GMBH (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]AS SELLERS)

Other documents and evidence. (a) A funds flow statement (The Group Structure Chart which shows the Funds Flow Statement) setting out Group assuming the funding and application of funds in relation to the transactions contemplated in this AgreementClosing Date has occurred. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointmentThe Base Case Model. (c) Evidence The Reports (or, in respect of the payment of all outstanding arrangement fees and outstanding fees of lawyers and Legal Due Diligence Reports if the Valuer (as evidenced by finalised Legal Due Diligence Reports are not then available, a letter from the Funds Flow Statement and/or relevant provider confirming the Utilisation Requeststatus thereof). (d) Evidence that any other feesA copy, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed certified by an authorised signatory of the Borrower confirming that each member Company to be a true copy, of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries ListOriginal Financial Statements. (le) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified HoldCo2 accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available(f) Evidence that the fees, costs and expenses then due from the latest audited financial statements Company pursuant to Clause 13 (Fees), Clause 14.5 (Stamp taxes) and Clause 18 (Costs and expenses) have been paid or will be paid by the first Utilisation Date. (g) The Funds Flow Statement in a form agreed by the Company and the Agent detailing the proposed movement of funds on or before the Closing Date. (h) A certificate of the Additional ObligorCompany (signed by a director) detailing the estimated Acquisition Costs. 10. The following legal opinions(i) A certificate of the Company (signed by a director) certifying that: (i) each of the matters specified in clause 5 (Completion) of the Acquisition Agreement has been satisfied or, each addressed to with the consent of the Agent, waived (other than in respect of (x) the Security Agent issuance of the Bank Guarantee and (y) the Lenders:first instalment payment of USD8,500,000 under clause 4 (Consideration for the Sale Shares) of the Acquisition Agreement which will be paid by the Company on the Closing Date); (aii) A legal opinion no Acquisition Document or Post-Completion Agreement has been amended, varied, novated, supplemented, superseded, waived or terminated except with the consent of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed.Agent; (biii) If the Additional Guarantor Company is incorporated not aware of any breach of any warranty or any claim under the Acquisition Agreement; (iv) all licences required in connection with each Target have been or will be acquired or transferred; (v) the Company has its “centre available funds of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of USD10,935,000 that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor applied in accordance with the Agreed Security PrinciplesAcquisition Agreement. 13. Any notices (j) Certified copies of the terms and conditions of the bonds issued by GATE and the super senior revolving facility agreement of GATE and any amendments to those documents. (k) Confirmation from the Company that: (i) there is no termination event or documents required event of default (however described) under any of the financing arrangements of any member of the GATE Group; and (ii) the Additional Senior Secured Note was issued in accordance with the Company’s rights and obligations under the relevant financing agreements to be given or executed which any member of the GATE Group was party and applicable law and no defaults have occurred. (l) A copy of the legal opinion from the Company’s legal counsel provided on a non-reliance basis that the issuance of the Additional Senior Secured Note was in accordance with GATE’s rights and obligation under the terms and conditions of those security documentsthe bonds issued by GATE and applicable law and that no defaults have occurred. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicablem) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as A legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills memorandum from ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International & ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer LLP (appropriately addressed to the Agreement. This is a Utilisation Request. Terms defined in Finance Parties) stating, amongst other things, its opinion that: (i) the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose creditors of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount financing arrangements of any member of the Loan will remain GATE Group do not have any direct claim against the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]Parent, any Obligor or any Target; (bii) any commitment fee due the transactions contemplated by this Agreement and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry feesBank Guarantee are permitted under such financing arrangements; and (fiii) Stamp duty land taxthe equity claim which the Parent has against HoldCo1, the equity claim which HoldCo1 has against HoldCo2 and the equity claim which HoldCo2 has against the Company is, in each case, subordinated to this Facility.] (n) Evidence that the Operating Account (HoldCo1 - USD), the Operating Account (HoldCo1 - SGD), the Collection Account, the ISRA (HoldCo2), the Operating Account (HoldCo2 - USD), the Operating Account (HoldCo2 - SGD), the Cash Cover Account, the ISRA (Company) and the Operating Account (Company - USD) have been opened. (o) Evidence that the Original Lender has carried out and is satisfied with the results of all “know your customer” or similar checks. (p) A copy of the latest draft of the Management Services Agreement. CONDITIONS SUBSEQUENT A. Conditions subsequent to be delivered within 10 days of the Closing Date

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 clause 45.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (db) Evidence that any other the fees, and the costs and expenses then due from the Borrower Company pursuant to Clause ‎12 clause 7.4 (Repayment of Ancillary Facility), clause 16 (Fees) and Clause ‎17 clause 21 (Costs and expenses) payable before the Closing Date have been paid and fees payable on the Closing Date have or will be paid by on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Closing Date. (ec) Evidence A certificate from a director of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that Company specifying each member of the Group (assuming the Closing Date has occurred) which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. together with certified copies (lcertified by such director to be a true copy) A copy of the Umbrella Agreement. (m) A copy last audited accounts of each of the agreements evidencing any intra-Group debt or Subordinated Debtsuch Dormant Subsidiary. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen certificate from a director of the signature of each person authorised by Company certifying that: (i) the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Note Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and are in full force and effect and has not been amended or superseded as at effect; (ii) a date no earlier than utilisation request requesting the date utilisation of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance full amount of the transactions contemplated Notes on or before the Closing Date has been issued by the Accession Letter or for the validity Company and enforceability of any Finance Document. 9. If available, the latest audited financial statements each of the Additional Obligor. 10. The following legal opinions, each addressed conditions precedent to such utilisation specified in clause 4 of the Agent, the Security Agent and the Lenders: note purchase agreement set out in limb (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. definition of Note Documents have been satisfied (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion utilisation of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of processFacilities), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (biii) any commitment fee due as a result of the Notes referred at paragraph (d)(ii) above the Company has the sum of £[figure to be set out in officer’s certificate to be sufficient to repay Existing Notes and payable at the Utilisation Date;ABL Facility in full] available to it: Notes [figure to be set out in officer’s certificate] Facility A [figure to be set out in officer’s certificate] Revolving Facility [figure to be set out in officer’s certificate] (civ) [ the sum of £[figure to be set out in officer’s certificate to be sufficient to repay Existing Notes and ABL Facility in full] fees; (d) The fees of has been applied or will, simultaneously with the Valuer first Loan under this Agreement be applied to repay the Existing Notes and [ ]; (e) Land Registry fees; and (f) Stamp duty land taxthe ABL Facility in full.]

Other documents and evidence. (a) A funds flow statement One signed original of the Parent Guarantee (signed by the Funds Flow Statement) setting out Original Parent and the funding and application of funds in relation to the transactions contemplated in this AgreementParent). (b) An executed copy of each Fee Letter. (c) Evidence that any process agent referred to in Clause ‎43.2 43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (cd) Evidence A certificate of the payment Original Parent confirming the prevalent Ratings in respect of all outstanding arrangement fees and outstanding fees the Original Parent on the date of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)this Agreement. (de) The latest annual consolidated audited and certified financial statements of the Original Parent. (f) Evidence that any other the 2021 Facility has been, or will have been, on or by the first Utilisation Date, unconditionally and irrevocably prepaid or repaid and cancelled in full. (g) Evidence that the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 13 (Fees) and Clause ‎17 18 (Costs and expenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, authorisation, opinion or assurance which reasonably requested by the Agent. Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) U-34:00 p.m. Paris time Agent considers to be necessary or desirable in connection with notifies the entry into and performance Lenders of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor Loan in accordance with Clause 5.4 (Lenders' participation) U-3 Term SOFR Reference Rate is fixed As set out in the Agreed Security Principles. 13. Any notices or documents applicable SOFR Rate Terms Starting time for required to be given or executed under the terms notice period in respect of those security documents. 14. If the Additional Guarantor a voluntary cancellation (Clause 8.3 (Voluntary cancellation)) 4:00 p.m. Paris time Starting time for required notice period in respect of a voluntary prepayment (Clause 8.4 (Voluntary Prepayment of Loans)) 4:00 p.m. Paris time Interpolated Term SOFR is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering used as a private companyfallback (Clause 12.1(a) to comply with sections 677 to 683 (Unavailability of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined Term SOFR)) As set out in the Agreement have applicable SOFR Rate Terms Shortened Interest Period for Term SOFR is used as a fallback (Clause 12.1(b) Unavailability of Term SOFR)) As set out in the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the applicable SOFR Rate Terms "U" = date of this Utilisation Requestutilisation "U - X" = X Business Days prior to date of utilisation Additional Business Days: An RFR Banking Day. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any agent for service of process agent referred to in Clause ‎43.2 39.2 (Service of process), if not an Original Obligor, ) has accepted its appointment. (b) Delivery of the Hedging Policy. (c) Evidence The Agreed Form of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Monthly Cash Flow Statement and/or the Utilisation Request)Projection. (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements (e) The Original Financial Statements of the Additional each Original Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (af) A legal opinion copy of the legal advisers to most recent Reserves Report from the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession DeedIndependent Engineer. (bg) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion A copy of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” operations report required by Clause 21.4 (as applicableOperations Report). (h) or, as the case may be, the jurisdiction A copy of the governing law of that Finance Document signed Compliance Certificate (the Applicable Jurisdictionincluding supporting documents) required by Clause 21.6 (Compliance Certificate) certifying compliance as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deeddate of this Agreement. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence (i) Evidence that the process agent specified in fees, costs and expenses then due from the Borrower pursuant to Clause 43.2 13 (Service of processFees), if not an Obligor, has accepted its appointment in relation to Clause 18 (Costs and expenses) and Clause 14.6 (Stamp Taxes) have been paid or will be paid by the proposed Additional Guarantorfirst Utilisation Date. 12. Any security documents which are required by the Agent to be (j) The executed by the proposed Additional Guarantor in accordance with the Agreed Security PrinciplesFee Letters. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicablek) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 A copy of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer Chance LLP legal due diligence report prepared in relation to the Agreement. This is a Utilisation Request. Terms defined in Borrowing Base Assets and the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Requestrelevant Field Documents. 2. We wish to borrow a Loan on (l) A certificate issued by the following terms: Proposed Utilisation Date: [ ] (or, if Central Register of Treasury Pledges confirming that the Borrower is not a Business Day, enrolled as pledgor. 118798-4-1-v6.0 - 133 - 70-40539524 (m) Excerpts from the next Business Day) Amount: [ ] or, if less, Polish Register of Pledges confirming that there are no registered pledges established over the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on assets of the date of this Utilisation RequestBorrower except save for the pledges disclosed to the Facility Agent. 4. The proceeds (n) A copy of this Loan should be credited to [account]the Initial Projection as agreed between all Lenders and the Borrower. 5. The purpose (o) A certified copy of the all Subordinated Loan is [ ]Agreements including all amendments thereto. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (copy, certified by an authorised signatory of the Funds Flow Statement) setting out Sponsor to be a true copy, of the funding and application of funds in relation to the transactions contemplated in this AgreementOriginal Financial Statements. (b) Evidence Confirmation from each Original Lender that any process agent referred it has carried out its “know your customer” procedures to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointmentsatisfaction. (c) Evidence of The Administrative Agent shall have received true copies (certified to be such by the payment Borrower or other appropriate party) of all outstanding consents, licenses and approvals required in accordance with applicable legal requirements, or in accordance with any document, agreement, instrument or arrangement fees to which the Borrower or the Sponsor is a party, and outstanding fees in each case, in connection with the execution, delivery, performance, validity and enforceability of lawyers this Agreement and the Valuer other Finance Documents. In addition, the Borrower and the Sponsor shall each have all such consents, licenses and approvals as required under Clauses 22.7 (as evidenced Governmental Authorization; Other Consents) and 23.6 (Governmental Authorization; Other Consents), and such approvals shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent Governmental Authority which would restrain, prevent or otherwise impose materially adverse conditions on this Agreement and the Funds Flow Statement and/or the Utilisation Request)actions contemplated hereby. (d) Evidence that any other fees, and the costs and expenses then due Confirmation from the Borrower pursuant that no action, suit, investigation or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be pending or, to Clause ‎12 the knowledge of the Borrower, threatened and no preliminary or permanent injunction or order by a state or federal court shall have been entered in connection with (FeesA) the Initial Borrowing Base Asset of the Borrower or (B) this Agreement or any transaction contemplated hereby. (e) Receipt by the Administrative Agent of the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and Clause ‎17 the Pledgor in such jurisdictions as the Administrative Agent may require and copies of the financing statements (Costs or similar documents) disclosed by such search and expensesevidence reasonably satisfactory to the Administrative Agent that the Security indicated by such financing statements (or similar documents) are permitted by this Agreement or have been released. (f) The Administrative Agent shall be satisfied in its sole discretion with the title to the Initial Borrowing Base Asset. (g) Confirmation from the Administrative Agent that all reasonable and documented fees and expenses (including legal fees) payable by the Borrower and the Sponsor under the Finance Documents as at the first Utilisation Date (to the extent previously invoiced) have been paid or will be paid by the Utilisation Date (as evidenced by Borrower has authorised the Funds Flow Statement and/or Administrative Agent to deduct the Utilisation Request). (e) Evidence same and apply them in payment from the proceeds of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)first Loan. (h) Evidence that The Administrative Agent shall have received all appropriate information needed to be in compliance with the Radon Reserve has been funded Patriot Act, including taxpayer identification and social security numbers of all institutions or will be funded on individuals holding ten percent (10%) or greater of the Utilisation Date (as evidenced by outstanding equity interest of the Funds Flow Statement and/or Sponsor and the Utilisation Request)Borrower. (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory amount of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices Phase 1 Development Costs remaining to be signed and/or despatched by it under paid after the date of this Agreement is equal to or in connection with less than the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen sum of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause and any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of amounts deposited in the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated Proceeds Account by the Accession Letter or for the validity and enforceability Sponsor pursuant to Clause 8(b) (Accounts) of any Finance Document. 9this Schedule 2. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited Cobalt GOM #1 LLC To: [Administrative Agent] Dated: Dear SirsSirs Cobalt GOM #1 LLC — up to US$650,000,000 Borrowing Base Facility Agreement dated 29 May 2015 (the “Facility Agreement”) 1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: : (a) Proposed Utilisation Date: [ [·] (or, if that is not a Business Day, the next Business Day) (b) Amount: [ US$ [·] or, if less, the Available Facility (c) Type: [LIBOR Loan][Reference Rate Loan] (d) [Interest Period: [·]](1) 3. We confirm that each condition specified in Clause 5.2‎ 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan This Utilisation Request is [ ]irrevocable. 6. [We confirm that you may [disburse intend to apply the Loan through for the following purpose(s): [LAWYERS·](2)](3) (1) Borrower to include Interest Period only if the Loan requested is a LIBOR Loan. (2) Borrower to attach copy of Operator cash call where required pursuant to clause 4.2(b) (Further Conditions Precedent). Borrower need not include Part 6 if the Loan requested is a One-Day Reference Rate Loan. (3) Borrower to include certifications specified in clause 4.2(b) (Further Conditions Precedent). NOTES: From: Cobalt GOM #1 LLC To: [Administrative Agent] Dated: Dear Sirs Cobalt GOM #1 LLC — up to US$650,000,000 Borrowing Base Facility Agreement dated 29 May 2015 (the “Facility Agreement”) 1. We refer to the Facility Agreement. This is a Selection Notice. Terms defined in the Facility Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice. 2. We refer to the following [LIBOR Loan[s] with an Interest Period ending on [ ](4) (the “Existing LIBOR Loan[s]] [and] deduct from [Reference Rate Loan[s] in the Loan (although the aggregate amount of [$ ] (the “Existing Reference Rate Loan[s]”)]. 3. We request [that the Existing LIBOR Loan[s] be Converted to a Reference Rate Loan] [that the Existing Reference Rate Loan[s] be Converted to a LIBOR Loan will remain with an Interest Period of [ ]] [the amount requested above):continuation of the Existing LIBOR Loan[s] for an Interest Period of [ ]](5). 4. [We request that [the Existing LIBOR Loans Loan[s]] [the Existing Reference Rate Loan[s] subject to Conversion] be divided into [ ] LIBOR Loans with the following amounts and Interest Periods:](6) 5. This Selection Notice is irrevocable. (a4) Insert details of all Loans which have an Interest Period ending on the outstanding balance of the arrangement fee being £[ ];same date. (b5) any commitment fee due and payable at the Utilisation Date;Use this option if sub division is not required (c6) [ ] fees; (d) The fees Use this option if division of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]Loans is requested

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 43.2 (Service of process), if not an Original Obligor, ) has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (db) Evidence that any other the fees, and the costs and expenses then due from the Borrower Parent or any member of the BST Group pursuant to Clause ‎12 17 (Fees) ), Clause 17.5 (Interest, commission and fees on Ancillary Facilities), Clause ‎17 22 (Costs and expenses) and Clause 18.5 (Stamp taxes) have been paid or will be paid by the first Utilisation Date. (c) The Group Structure Chart which shows the BST Group assuming the Closing Date has occurred. (as evidenced d) The Reports together with confirmation that they can be relied upon by the Funds Flow Statement and/or the Utilisation Request)Finance Parties. (e) Evidence A copy, certified by an authorised signatory of the funding of Special Reserves required Parent to be funded at Closing under Clause 5.3 a true copy, of (Special Reservesi) the Original Financial Statements of each member of the Target Group and (as evidenced by ii) the Funds Flow Statement and/or opening balance sheet of the Utilisation Request)Parent. (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required A certificate signed by the Agent (acting on the instructions an authorised signatory of the Original Lenders acting reasonablyParent specifying each member of the BST Group (assuming the Closing Date has occurred) which is a Dormant Company as at the Closing Date together with certified copies (as evidenced certified by such Authorised signatory to be a true copy) of the Funds Flow Statement and/or the Utilisation Request)last audited accounts of each such Dormant Company. (g) Evidence that the Hedging Reserve has been funded or transactions referred to in Steps 1 to 4 of the Structure Memorandum will be funded completed on or prior to the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Closing Date. (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the The Funds Flow Statement and/or in a form agreed by the Utilisation Request)Parent and the Agents detailing the proposed movement of funds on or before the Closing Date. (i) Evidence that A Certificate of the Above-Ground Storage Tank Reserve has been funded or will be funded on Parent (signed by a director) detailing the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)estimated Acquisition Costs. (j) Evidence that A Certificate of the Underground Storage Tank Reserve Original Borrower (signed by a director) certifying that: (i) each of the conditions to Completion specified in the Sale and Purchase Agreement has been funded or satisfied or, with the consent of the Agents, waived (other than payment of the purchase price which will be funded on satisfied immediately following utilisation of the Utilisation Date Term Facilities); (ii) no Acquisition Document has been amended, varied, novated, supplemented, superseded, waived or terminated except with the consent of the Agents; (iii) the Original Borrower is not aware of any breach of any warranty or any claim under the Sale and Purchase Agreement; (iv) no Material Adverse Effect (as evidenced by defined in the Funds Flow Statement and/or Sale and Purchase Agreement) has occurred; and (v) upon utilisation of the Utilisation Request)Term Facilities, Completion will occur. (k) The Dormant Subsidiaries List A certificate of the Parent (signed by a director) certifying that: (i) the Subscription Agreements are in full force and effect; (ii) the Original Investors have subscribed for shares in the Parent in an aggregate amount of not less than EUR 63,000,000 and that the Parent has subscribed for shares in the Original Borrower in an aggregate amount of not less than EUR 10,000,000; (iii) those shares subscribed for have been issued fully paid; Shares in the Parent EUR 63,000,000 Shares in the Original Borrower EUR 10,000,000 (l) Utilisation Requests relating to any Loans to be made on the Closing Date. (m) Evidence that any third party Financial Indebtedness of any member of the Target Group will be unconditionally and irrevocably discharged prior to or simultaneously with the initial funding of the Term Facilities and all existing security of any such entity will be unconditionally and irrevocably released prior to or simultaneously with such initial funding. (n) A certificate of the Parent confirming which companies within the BST Group are Material Companies. (o) A solvency certificate from the finance director of each member of the BST Group (to the extent not included in the relevant director’s certificate). (p) Evidence that Debt Cover (for the avoidance of doubt, excluding the operating leases referred to in paragraph (t) below) as at the Closing Date (calculated on a pro-forma basis for the last twelve months) for the Target Group is not greater than 3.9:1. (q) A certificate signed by an authorised signatory signatories of the Borrower Parent confirming that each member the aggregate net present value (calculated in accordance with the Sale and Purchase Agreement) of the Group which Post-Closing Leases does not exceed the Post-Closing Leases Maximum Amount or if the Post-Closing Leases Maximum Amount is to be exceeded, evidence that cash is/will be held in escrow in a Dormant Subsidiary as at the Closing Date is included Holding Account in the Dormant Subsidiaries Listamount of the excess. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (nr) Evidence that all guarantees applicable anti-money laundering and Security granted “know your customer” laws and regulations applicable to each Original Obligor have been complied with, including receipt of all documentation and other information that may be required in connection order to enable compliance with the Subordinated Debt has been or will be released at Closing. United States PATRIOT Act (o) The US Facility Agreement duly executed by all parties to itTitle III of Pub. L. 107-56 (signed into law October 26, 2001)). 1. An Accession Deed Letter executed by the Additional Obligor and the BorrowerParent. 2. A copy of the constitutional documents of the Additional ObligorObligor and (if applicable) a recent excerpt from its commercial register. 3. A copy of a resolution of the board of directors (and/or, if applicable, the supervisory or advisory board or the shareholder(s)) of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed Letter and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed Letter and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed Letter and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower Parent to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which Except where the Additional Obligor is incorporated in Germany, a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 76. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C II of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession DeedLetter. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 97. If available, the latest audited financial statements of the Additional Obligor. 108. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders Parent in England, as to English law in the form distributed to the Lenders prior to signing the Accession DeedLetter. (b) If the Additional Guarantor Obligor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 24.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders Agent in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the “Applicable Jurisdiction”) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession DeedLetter. 119. If the proposed Additional Guarantor Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional GuarantorObligor. 1210. Any security documents which which, consistent with the Security Principles, are required by the Agent to be Agents executed by the proposed Additional Guarantor in accordance with the Agreed Security PrinciplesObligor. 1311. Any notices or documents required to be given or executed under the terms of those security documents. 1412. If An accession memorandum to the Intercreditor Deed executed by the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance DocumentsObligor. 1513. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such Such documentary evidence as legal counsel to the Lenders Agents may reasonably require, that such Additional Guarantor Obligor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name Parent (a) Pledge over shares in the Original Borrower (b) First Lien Security Agreement (c) Second Lien Security Agreement (d) First Lien Intellectual Property Security Agreement (e) Second Lien Intellectual Property Security Agreement (a) notification of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action companies whose shares are pledged – notary is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer instructed to notify accordingly without delay The Original Borrower (a) Pledge over shares in the Target (b) Account pledges (a) notification of companies whose shares are pledged – notary is to be instructed to notify accordingly without delay (b) notification of account keeping banks and request of waiver of their prior ranking rights pursuant to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further relevant banks’ standard terms and conditions precedent) is satisfied on – no later than 10 business days after the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]relevant account pledge agreement

Other documents and evidence. (a) A funds flow statement (The Original Financial Statements of the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this AgreementParent. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointmentThe Group Structure Chart. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Information Package. (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Environmental Disclosure Schedule. (e) Evidence that upon the date that the first Loan is made: (i) all Financial Indebtedness arising under or in connection with the Original Facilities Agreement will be immediately repaid in full and all commitments under the Original Facilities Agreement cancelled; and (ii) all of the funding of Special Reserves required existing Security relating to the Original Facilities Agreement will be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by immediately released and the Funds Flow Statement and/or the Utilisation Request)relevant reassignments have been made. (f) Evidence that the Deferred Maintenance fees, costs and Environmental Conditions Reserve has expenses then due pursuant to Clause 12 (Fees) and Clause 17 (Costs and Expenses) have been funded paid or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)paid. (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced A certificate of solvency signed by the Funds Flow Statement and/or chief financial officer of each Original Obligor incorporated in the Utilisation Request).U.S. (h) Evidence that the Radon Reserve has been funded or will be funded Original Guarantors satisfy the requirements of paragraph (b) of Clause 22.23 (Guarantors and Security) (by reference to the EBITDA and gross asset analysis based on the Utilisation Date (as evidenced by Q3 forecast used in the Funds Flow Statement and/or the Utilisation RequestInformation Package). (i) Evidence A certificate, signed by Management, confirming that the Above-Ground Storage Tank Reserve has been funded or will be funded ratio of Total Net Debt on the Utilisation Date (as evidenced by last day of the Funds Flow Statement and/or financial quarter ending September 2008 to EBITDA for the Utilisation Request)twelve month period ending on the last day of the financial quarter ending September 2008 was not more than 1.0:1.0 for the twelve month period ending on the last day of the financial quarter ending September 2008. (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (Documentation and other evidence as evidenced is reasonably requested by the Funds Flow Statement and/or Agent or the Utilisation Request). (k) The Dormant Subsidiaries List Lenders in order for the Agent and a certificate signed by an authorised signatory the Lenders to carry out and be satisfied with the results of all necessary “know your customer” or other checks on each Obligor pursuant to the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included transactions contemplated in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to itFinance Documents. 1. An Accession Deed Letter, duly executed by the Additional Obligor and the BorrowerParent. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed Letter and the Finance Documents and resolving that it execute, deliver and perform execute the Accession Deed and any other Finance Document to which it is partyLetter; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents Letter on its behalf;; and (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law Where the Agent’s relevant counsel deems such to be either necessary or desirable either in place of or in addition to the extent customary for the issue of the legal opinions resolution referred to in paragraph 10 below in (b) above, a certificate or extract from a public commercial registry or other evidence setting out the names and signatures of the persons authorised to sign, on behalf of the Additional Obligor, each Finance Document to which such company is or is to be a party and any documents to be delivered by such company pursuant to any of the Finance Documents. 6. Where the Agent’s relevant jurisdictioncounsel deems such to be either necessary or desirable, either a copy of a resolution signed by all the holders of the issued shares in such company or a resolution of the supervisory board, work council or equivalent supervisory body of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor that company is a party. 67. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing borrowing or securingguaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security guaranteeing or similar limit binding on it to be exceeded. 78. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C II of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession DeedLetter. 89. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 910. If available, the latest audited financial statements of the Additional Obligor. 1011. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders Arranger and the Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) 12. If the Additional Guarantor Obligor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English lawWales, a legal opinion of the legal advisers to the Lenders Arranger and the Agent in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as in which the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession DeedAdditional Obligor is incorporated. 1113. If the proposed Additional Guarantor Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 41.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documentsObligor. 14. If the Additional Guarantor Obligor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (acceding to this Agreement prior to the extent applicableSecurity Release Date, such Security Document(s) that executed by the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 Obligor in favour of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into Security Agent for the benefit of the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] Parties (or, if that is not a Business Dayapplicable, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified directly in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose favour of the Loan is [ ]Finance Parties) as the Agent shall have required in accordance with the provisions of Clause 22.23 (Guarantors and Security). 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any the process agent referred to in Clause ‎43.2 39.2 (Service of process), if not an Original Obligor, ) has accepted its appointment.; (b) a copy of any other Authorisation or other document, opinion (of Lenders’ counsel) or assurance which the Agent reasonably considers to be necessary (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document; (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Original Financial Statements; (d) Evidence evidence that any other the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 11 (Fees) and Clause ‎17 16 (Costs and expenses) have been paid or will be paid by the proposed Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Date; (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Group Structure Chart; (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions a copy of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request).all applicable Acquisition Documents; (g) Evidence evidence that the Hedging Reserve Acquisition Closing Date has occurred and no material conditions have been funded waived or will be funded on consents given under the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Acquisition Documents; (h) Evidence that copies of all applicable Broadcasting Licences of the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Target Group; (i) Evidence that certificate of closing indebtedness and disclosure schedule in relation to the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).Acquisition; (j) Evidence evidence, based on the Group’s annual forecast (in the form and substance satisfactory to the Agent), that the Underground Storage Tank Reserve has been funded or will be funded Group does not breach any Financial Covenant on a pro forma basis for the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request).next four succeeding test dates; (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory copies of the Borrower confirming that latest annual audited financial statements of each member Russian Obligor (if applicable) and the 2007 audited financial statements of the Target Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List.(if available); (l) A copy copies of the Umbrella Agreement.latest available financial statements of each Russian Obligor prepared in accordance with RAS; (m) A copy extract from the Unified State Register Of Legal Entities in relation to each Russian Obligor issued by the competent tax authority no earlier than 30 days prior to the date of each of the agreements evidencing any intra-Group debt or Subordinated Debt.Finance Documents; (n) Evidence that all guarantees and Security granted in connection with an extract from the Subordinated Debt has been or will be released at Closing.share register of the Borrower; and (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all such other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act evidence as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with (if it has notified the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance DocumentBorrower accordingly). 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 39.1 (Service Jurisdiction; consent to service of process), if not an Original Obligor, has accepted its appointment. (b) A copy of any other Authorization or other document, opinion or assurance, including any required corporate, governmental or regulatory consents or approvals which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)The Original Financial Statements. (d) Evidence that any other the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 11 (Fees) and Clause ‎17 16 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Utilization Date. (e) Evidence of If any term loans are drawn under the funding of Special Reserves required to be funded at Senior Facilities on the Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date, duly executed Security Documents. Otherwise, duly executed Share Pledge Agreements. (f) Evidence that A certificate from the Deferred Maintenance chief executive or chief financial officer of the Borrower confirming that: (i) after giving pro forma effect to the Merger and Environmental Conditions Reserve all related transactions, no Default or Event of Default exists under the Facility, (ii) the representations made by each Obligor on the date of this Agreement pursuant to Clause 18 were true in all material respects as of the date of this Agreement, (iii) the Repeating Representations to be made by each Obligor are true in all material respects, (iv) the Borrower has been funded or the ability to upstream cash from its operating Subsidiaries, including the Target and members of the Target Group and (v) there will be funded on the Utilisation Date no change to the extent required capitalization and structure of the Borrower adverse to the Lenders, as reasonably determined by the Agent, after giving effect to the Merger and all related transactions from that which was approved by the Agent (acting on the instructions of the Original Lenders acting reasonably) (except as evidenced permitted by the Funds Flow Statement and/or the Utilisation Requestthis Agreement). (g) Evidence that The Agent shall have received a financial model and funds flow for the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Group. (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced The provision of all information reasonably required by the Funds Flow Statement and/or the Utilisation Request)Lenders to comply with Anti-Money Laundering and “know your client” regulations. (i) Evidence that the Above-Ground Storage Tank Reserve has terms of each of the Existing Facility and the Existing Target Facility have been funded or will be funded on amended solely to permit the Utilisation Date (as evidenced by Merger and the Funds Flow Statement and/or the Utilisation Request)related transactions. (j) Evidence that The Merger shall have been consummated substantially simultaneously with the Underground Storage Tank Reserve has been funded or will be funded Loan in accordance with applicable law and on the Utilisation Date terms described in the Merger Agreement and no material term or condition of the Merger Agreement shall have been waived or amended in any respect that is adverse to the interest of the Lenders (as evidenced reasonably determined by the Funds Flow Statement and/or Agent) without the Utilisation Requestconsent of the Agent (which consent shall not be unreasonably withheld or delayed). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included There not having occurred any event, change or condition since 31 July 2005 that, individually or in the Dormant Subsidiaries List. aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect (las defined in the Merger Agreement) A copy of on the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees Target and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to itits subsidiaries. 1. A K-bis extract (or its equivalent) for the Additional Guarantor, not more than one month old. 2. An Accession Deed Letter, duly executed by the Additional Obligor Guarantor and the Borrower. 23. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (This Agreement and each Fee Letter duly executed by the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreementparties thereto. (b) Evidence that A copy of any process agent referred other Authorisation or other document, opinion or assurance which the Facility Agent reasonably considers to be necessary or desirable (if it has notified the Borrower prior to the date of this Agreement by the Borrower) in Clause ‎43.2 (Service connection with the entry into and performance of process), if not an Original Obligor, has accepted its appointmentthe transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)The Original Financial Statements. (d) Each of the Account Charge, each Share Charge (and the documents required to be delivered on the date of its execution) and the Assignment of Loans duly executed (but in each case, left undated pending the making of the first Utilisation on the first Utilisation Date and the full redemption of the Notes on 29 August 2016) by the parties thereto. (e) Evidence that any other the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 11 (Fees) and Clause ‎17 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (f) Evidence that Any documentation reasonably requested by any Finance Party to enable it to carry out and be satisfied with the Deferred Maintenance results of applicable "know your customer" requirements or anti-money laundering or other procedures under applicable law and Environmental Conditions Reserve has been funded or will be funded on regulations for the Utilisation Date to purposes of entry into and payments under the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Finance Documents. (g) Evidence If the Notes are not yet redeemed in full at such time, a copy (certified by a director of Guarantor D) of the consent letter issued by HSBC Bank Middle East Limited (as a bilateral lender of Guarantor D under certain general banking facility (the "HSBC Facility")) either (i) agreeing to the granting of the guarantee by Guarantor D under the terms of this Agreement or (ii) otherwise waiving the relevant restrictions under the HSBC Facility (or of similar effect) so that the Hedging Reserve has been funded or will be funded on granting of the Utilisation Date (as evidenced guarantee by Guarantor D hereunder would not result in a breach of the Funds Flow Statement and/or the Utilisation Request)HSBC Facility. (h) Evidence that (i) the Radon Reserve has been funded DSRA is maintained with the Account Bank and (ii) the credit balance of the DSRA is not less than or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or first Utilisation Date) be not less than, the Utilisation RequestInterest Reserve Amount (calculated with reference to the amount of the proposed first Utilisation). (i) Evidence that If the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by Notes are fully redeemed, evidence of such full redemption. Part II Conditions Precedent Required To Be Delivered By an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it.Additional Guarantor 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional ObligorGuarantor. 32. A copy of a resolution of the board of directors of the Additional ObligorGuarantor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed Letter and the Finance Documents this Agreement and resolving that it execute, deliver and perform execute the Accession Deed and any other Finance Document to which it is partyLetter; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents Letter on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a partythis Agreement; and (d) authorising resolving that it is in the Borrower best interests of the Additional Guarantor to act as its agent in connection with enter into the Finance Documentstransactions contemplated by the Accession Letter, giving reasons. 43. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue 2 above and certified copy of the legal opinions personal identification document of each person authorised by the resolution referred to in paragraph 10 below in the relevant jurisdiction, a 2 above. 4. A copy of a resolution signed by all the holders of the issued shares of in the Additional ObligorGuarantor, approving the terms of, and of the transactions contemplated by, the Finance Documents to which the Additional Obligor Guarantor is a party. 65. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory director of the Additional Obligor Guarantor certifying that that: (a) each copy document listed in and delivered pursuant to this Part C II of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.Letter; and 8(b) guaranteeing the Total Commitments would not cause any guarantee or similar limit binding on it to be exceeded; 6. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent reasonably considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Documentthe Accession Letter. 97. If available, a copy of the latest audited financial statements of the Additional ObligorGuarantor. 108. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, legal advisers to the Lenders and the Facility Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession DeedHong Kong. (b) 9. If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English lawHong Kong, a legal opinion of the legal advisers to the Lenders and the Facility Agent in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15incorporated. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL SCHEDULE 3 Part I Form Of Utilisation Request From: GA HC REIT CH UK Senior Housing Portfolio Xinda Holding (HK) Company Limited (as Borrower) To: Standard Chartered Bank (as Facility Agent) [Agentdate] Dated: Dear Sirs 1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a the following Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) AmountAmount of Loan: Interest Period: US$[ ] or, if less, the Available FacilityFacility [ ] Month[s] 3. We confirm that each condition specified in Clause 5.2‎ 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation RequestRequest and, unless we notify to you to the contrary, you may assume that each such condition shall remain satisfied on the proposed Utilisation Date by reference to facts and circumstances then existing. 4. The Loan shall [first of all, be applied by the Facility Agent towards payment of arrangement fee as set out in the Fee Letter as referred to in Clause 11.1 (Arrangement fee) and funding of the Interest Reserve Amount required for the making of this Loan and then] be applied for the purposes stated in Clause 3.1 (Purpose) and the proceeds of this Loan should be credited to [accountthe following account1: 1 In respect of the first Utilisation, this should be the following account as designated by the trustee of the Notes unless the Notes are fully redeemed before the first Utilisation Date (unless otherwise informed by the trustee of the Notes in writing): To: ▇▇▇▇▇▇▇▇ N.A. New Work SWIFT ▇▇▇▇▇▇▇▇ Account/IBAN: ▇▇▇▇▇▇▇▇ Favour: Citibank N.A., London office, SWIFT: CITIGB2L Reference: GATS US312086AA95 Account no.: Account bank: 5. This Utilisation Request is irrevocable. Part II Selection Notice From: Xinda Holding (HK) Company Limited (as Borrower) To: Standard Chartered Bank (as Facility Agent) Dated: Dear Sirs 1. We refer to the Facility Agreement. This is a Selection Notice. Terms defined in the Facility Agreement shall have the same meaning in this Selection Notice. 2. We refer to the Loan with an Interest Period ending on [ ] and request that the next Interest Period for such Loan is [ ] Month[s]. 53. The purpose This Selection Notice is irrevocable. Yours faithfully ….................................. authorised signatory for Xinda Holding (HK) Company Limited Part III Form of the Loan is [ ]. 6. Accession Letter To: Standard Chartered Bank (Hong Kong) Limited as Facility Agent From: [We confirm that you may [disburse the Loan through [LAWYERSname of Additional Guarantor] and] deduct from the Loan and Xinda Holding (although the amount of the Loan will remain the amount requested above): (aHK) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]Company Dated: Dear Sirs

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any agent for service of process agent referred to in Clause ‎43.2 42.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available(c) The Original Financial Statements. (d) The executed Fee Letters. (e) A copy of all necessary governmental or regulatory consents required by each Obligor and each other member of the Group in relation to the security contained in the Security Documents (including any governmental or regulatory consents required from the Bermuda Monetary Authority or the UK Financial Services Authority). (f) Evidence that as at a date no earlier than the date of this Agreement, the latest audited financial statements value of the Additional ObligorOwn FAL of the Account Party is no less than $300,000,000. 10. The following legal opinions, each addressed (g) A statement provided by the Bank of New York in relation to the value of the collateral in the Collateral Accounts as of the date of this Agreement. (h) Evidence that Validus Reinsurance, Ltd. has an A.M. Best financial strength rating of at least “A-”. (i) The Business Plan. (j) Evidence that all amounts outstanding under the Existing Facility have been or will be repaid in full and all commitments and liabilities thereunder have been irrevocably cancelled and discharged, on or before the first Utilisation Date. (k) Evidence that any Security issued in respect of the Existing Facility shall be released on or before the first Utilisation Date. From: Talbot Holdings Ltd. To: [Agent] Dated: Dear Sirs, 1. We refer to an agreement (the “Credit Agreement”) dated 28 November 2007 (as, from time to time, amended, restated, varied, novated or supplemented) and made between Talbot Holdings Ltd. as borrower, Validus Holdings, Ltd. as guarantor, ING Bank N.V., London Branch and Lloyds TSB Bank plc as mandated lead arrangers, Lloyds TSB Bank plc as agent and security trustee, the Security Agent financial institutions defined therein as Lenders and others. 2. Terms defined in the LendersCredit Agreement shall have the same meaning in this notice. 3. This notice is irrevocable. 4. We hereby give you notice that, pursuant to the Credit Agreement we wish the Lenders to issue a Letter of Credit as follows: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed.Face amount: [$/£][ ] (b) If Utilisation Date: [ ] (c) Term: [ ] (d) Expiry Date: [ ] 5. We would like this Letter of Credit to be denominated in [sterling/dollars]. 6. We confirm that, at the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may bedate hereof, the jurisdiction Repeated Representations are true in all material respects and no Default is continuing. 7. The Letter of the governing law Credit should be issued in favour of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and Lloyd’s in the form distributed attached and delivered to the Lenders prior recipient at [address of recipient]. The purpose of its issue is [•]. To: Lloyds TSB Bank plc relating to signing the Accession Deedagreement (as, from time to time, amended, restated, varied, novated or supplemented, the “Credit Agreement”) dated 28 November 2007 whereby a letter of credit facility was made available to Talbot Holdings Ltd. as borrower by a group of banks on whose behalf Lloyds TSB Bank plc acted as agent in connection therewith. 111. If Terms defined in the proposed Additional Guarantor is incorporated Credit Agreement shall, subject to any contrary indication, have the same meanings herein. The terms Lender, Transferee and Portion Transferred are defined in a jurisdiction other than England and Wales, evidence the schedule hereto. 2. The Lender (a) confirms that the process agent details in the schedule hereto under the heading “Letters of Credit” accurately summarises its participation in the Credit Agreement and the Term of any existing Letters of Credit and (b) requests the Transferee to accept and procure the transfer by novation to the Transferee of the Portion Transferred (specified in Clause 43.2 (Service the schedule hereto) of process), if not an Obligor, has accepted its appointment Commitment and/or its participation in relation such Letters of Credit by counter-signing and delivering this Transfer Certificate to the proposed Additional GuarantorAgent at its address for the service of notices specified in the Credit Agreement. 123. Any security documents which are required by The Transferee hereby requests the Agent to be executed by accept this Transfer Certificate as being delivered to the proposed Additional Guarantor Agent pursuant to and for the purposes of Clause 25 (Changes to the Lenders) of the Credit Agreement so as to take effect in accordance with the Agreed Security Principlesterms thereof on the Transfer Date or on such later date as may be determined in accordance with the terms thereof. 134. Any notices The Transferee confirms that it has received a copy of the Credit Agreement together with such other information as it has required in connection with this transaction and that it has not relied and will not hereafter rely on the Lender to check or documents required enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such information and further agrees that it has not relied and will not rely on the Lender to be given assess or executed keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Obligors or any other member of the Group that is party to a Finance Document. 5. The Transferee hereby undertakes with the Lender and each of the other parties to the Credit Agreement that it will perform in accordance with their terms all those obligations which by the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents will be assumed by it after delivery of this Transfer Certificate to the Agent and perform satisfaction of the conditions (if any) subject to which this Transfer Certificate is expressed to take effect. 6. The Lender makes no representation or warranty and assumes no responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any document relating thereto and assumes no responsibility for the financial condition of the Obligors or any other member of the Group that is party to a Finance Document or for the performance and observance by the Obligors or any other member of the Group that is party to a Finance Document of any of its obligations under the Finance DocumentsDocuments or any document relating thereto and any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded. 157. If The Lender hereby gives notice that nothing herein or in the Additional Guarantor is not incorporated in England and WalesFinance Documents (or any document relating thereto) shall oblige the Lender to (a) accept a re-transfer from the Transferee of the whole or any part of its rights, Scotland benefits and/or obligations under the Finance Documents transferred pursuant hereto or Northern Ireland, such documentary evidence as legal counsel (b) support any losses directly or indirectly sustained or incurred by the Transferee for any reason whatsoever including the non-performance by an Obligor or any other party to the Lenders may reasonably requireFinance Documents (or any document relating thereto) of its obligations under any such document. The Transferee hereby acknowledges the absence of any such obligation as is referred to in (a) or (b) above. 8. This Transfer Certificate and the rights, that such Additional Guarantor has complied benefits and obligations of the parties hereunder shall be governed by and construed in accordance with any law English law. 1. Lender: 2. Transferee: 3. Transfer Date: 4. Lender’s Participation in its jurisdiction relating to financial assistance or analogous processthe Facility: Lender’s Commitment Portion Transferred 5. Name Letter(s) of Additional Guarantor Credit Term and Portion Transferred Lender’s Participation Expiry Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert nameTransferor Lender] [Closing Transferee Lender] By: By: Date: Date: Address: Contact Name: Account for Payments in sterling: Fax: Telephone: [Letterhead of Agent] [insert description] [Closing Date] Savills To: The Society and Council of Lloyd’s c/o The Manager, Market Services Fidentia House ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇ ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 4TU Date: [•] We, Lloyds TSB Bank plc, (the “Agent”) acting as agent on behalf of each of [name of each bank participating in the Letter of Credit] (the “Lenders”), hereby confirm the following: (a) We have provided a multi bank Letter of Credit as agent on behalf of the Lenders which will be included in the Lloyd’s Deposit of [•] (the “Corporate Member”). (b) The execution and delivery by the Agent of the Letter of Credit has been duly authorised by all necessary action on the part of the Lenders and the Letter of Credit has been duly executed and delivered by the Agent on behalf of the Lenders. (c) The obligations of the Lenders under the Letter of Credit constitute legal, valid and binding obligations. Signature of Authorised Signature For and on behalf of Lloyds TSB Bank plc acting as Agent on behalf of the Lenders To: The Society and the Council of Lloyd’s, c/o The Manager, Market Services Fidentia House ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 4TU Dated ________1 Dear Sirs: Irrevocable Standby Letter of Credit No. [•] Re: [Name of Corporate Member of Lloyd’s] (the “Applicant”) This Clean Irrevocable Standby Letter of Credit (the “Credit”) is issued by the banks whose names are set out in Schedule 1 hereto (the “Issuing Lenders”, and each an “Issuing Lender”) in favour of the Society of Lloyd’s (“Lloyd’s”) on the following terms: 1. Subject to the terms hereof, the Issuing Lenders shall make payments within two business days of demand of Lloyds TSB Bank plc (the “Agent”) in accordance with paragraph 4 below. 2. Upon a demand being made by Lloyd’s pursuant to paragraph 4 below each Issuing Lender shall pay that proportion of the amount demanded which is equal to the proportion which its Commitment set out in Schedule 1 hereto bears to the aggregate Commitments of all the Issuing Lenders set out on Schedule 1 hereto provided that the obligations of the Issuing Lenders under this Credit shall be several and no Issuing Lender shall be required to pay an amount exceeding its Commitment set out in Schedule 1 hereto and the Issuing Lenders shall not be obliged to make payments hereunder in aggregate exceeding a maximum amount of [£/$][•]. Any payment by an Issuing Lender hereunder shall be made in sterling to Lloyd’s account specified in the demand made by Lloyd’s pursuant to paragraph 4 below. 3. This Credit is effective from [•] (the “Commencement Date”) and will expire on the Final Expiration Date. This Credit shall remain in force until we give you not less than four years notice in writing terminating the same on the later of (a) the fourth anniversary of the Commencement Date and (b) any date subsequent to 31 December 2014 as specified in such notice (the “Final Expiration Date”), our notice to be sent by registered mail for the attention of the General Manager, Members’ Financial Services, at the above address. 1 Date of Letter of Credit. 4. Subject to paragraph 3 above, the Issuing Lenders shall pay to Lloyd’s under this Credit upon presentation of a demand by Lloyd’s on the Agent, Lloyds TSB Bank plc at [•], marked for the attention of [•] substantially in the form set out in Schedule 4 (Form of Transfer Certificate) hereto the amount specified therein (which amount shall not, when aggregated with all other amounts paid by the Issuing Lenders to Lloyd’s under this Credit, exceed the maximum amount referred to in paragraph 2 above). 5. The Agent has signed this Credit as agent for disclosed principals and accordingly shall be under no obligation to Lloyd’s hereunder other than in its capacity as an Issuing Lender. 6. All charges are for the Applicant’s account. 7. Subject to any contrary indication herein, this Credit is subject to the International Standby Practices — ISP98 (1998 publication — International Chamber of Commerce Publication No. 590). 8. This Credit shall be governed by and interpreted in accordance with English law and the Issuing Lenders hereby irrevocably submit to the jurisdiction of the High Court of Justice in England. 9. Each of the Issuing Lenders engages with Lloyd’s that demands made under and in compliance with the terms of this Credit will be duly honoured on presentation. Yours faithfully, LLOYDS TSB BANK PLC as agent for and on behalf of [Names of all Issuing Lenders including Agent] By: Name: Title: ([Sterling/Dollars]) Total Value ____________ Form of Demand (Pounds Sterling) [on Lloyd’s letterhead] Dear Sir/Madam With reference to the above, we enclose for your attention a ▇▇▇▇ of Exchange, together with the respective Letter of Credit. Payment should be made by way of CHAPS. The account details are as follows: [National Westminster Bank Plc Sort Code 60-00-01 City of London Office Account ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From▇▇▇] Please quote Member Code: GA HC REIT CH UK Senior Housing Portfolio Limited ToYours faithfully, for Manager Members’ Funds Department Members’ Services Unit By: [Agent] DatedName: Dear Sirs 1Title: Your ref: Our ref: MEM/ / / /C911f Extn: The Society of Lloyd’s Security Trustee of Letter of Credit No. We refer to Please pay in accordance with the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose terms of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although Letter of Credit to our order the amount of the Loan will remain the amount requested above): (a) the outstanding balance [£/$] . For and on behalf of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]Authorised Signatory

Other documents and evidence. (a) A funds flow statement (written confirmation from the Funds Flow Statement) setting out Rating Agency that that the funding and application Rating would not be downgraded, withdrawn or qualified as a result of funds in relation to the transactions contemplated in this Agreemententry by the Borrowers into the ACF Refinancing Documents. (b) Evidence that any process agent referred the Borrower Security Group Agent has notified the Borrower Security Trustee that it and Caruna Espoo and Caruna Oy intend to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointment.enter into this Deed; (c) Evidence that a copy of this Deed (including the payment of Amended IACFA) executed by all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by Parties has been provided to the Funds Flow Statement and/or the Utilisation Request)Borrower Security Trustee. (d) Evidence that any other the fees, and the costs and expenses then due from the Borrower Borrowers pursuant to Clause ‎12 the Initial ACF Finance Documents (Fees) and Clause ‎17 (Costs and expensesincluding this Deed) have been paid or will be paid by on or prior to the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Effective Date. (e) Evidence Completion of all “know your customer” or similar checks under all applicable laws and regulations which the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by Continuing Lenders and the Funds Flow Statement and/or the Utilisation Request)Successor Agent consider necessary in connection with their entry into this Deed. (f) Evidence that A copy of a structure chart showing the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions holding structure of the Original Lenders acting reasonably) (Borrower Security Group as evidenced of the Effective Date, certified by a director of the Funds Flow Statement and/or the Utilisation Request)Company. (g) Evidence that the Hedging Reserve Borrower Security Group Agent has been funded or will be funded on notified the Utilisation Date (Borrower Security Trustee that it intends to accede the Successor Agent to the Common Terms Agreement, the Borrower STID and the Master Definitions Agreement as evidenced by Initial ACF Agent and Borrower Secured Creditor Representative to replace the Funds Flow Statement and/or the Utilisation Request)Retiring Agent. (h) Evidence that Delivery to the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced Borrower Security Trustee by the Funds Flow Statement and/or Successor Agent of (i) a notice setting out the Utilisation Request)details of its appointment as Initial ACF Agent and Borrower Secured Creditor Representative and confirming its address, telephone and fax number, contact person and email address, and (ii) a copy of the relevant Borrower Finance Document(s) evidencing or regulating the relevant Borrower Secured Liabilities, duly executed by the parties thereto. (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement following documents, duly executed by all the parties to it. 1. An Accession Deed executed by the Additional Obligor thereto (and the Borrower. 2. A copy copies of any amendment, supplemental or accession agreements in respect of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor:same): (ai) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is partyCommon Terms Agreement; (bii) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a partyMaster Definitions Agreement; and (diii) authorising the each Borrower to act as its agent in connection with the Finance Documents 4Security Document. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills BNP Paribas SA Bankfilial Sverige €43,750,000.00 €0.00 €43,750,000.00 CIBC World Markets plc €43,750,000.00 €0.00 €43,750,000.00 Export Development Canada €43,750,000.00 €0.00 €43,750,000.00 National Westminster Bank plc €43,750,000.00 €0.00 €43,750,000.00 OP Corporate Bank plc €43,750,000 €30,000,000.00 €73,750,000.00 RBC Europe Limited €43,750,000.00 €0.00 €43,750,000.00 Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From(publ) €43,750,000.00 €0.00 €43,750,000.00 Sumitomo Mitsui Banking Corporation, Brussels Branch €43,750,000.00 €0.00 €43,750,000.00 TOTAL: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. €350,000,000.00 €30,000,000.00 €380,000,000.00 SCHEDULE 4 FORM OF AMENDED IACFA This Agreement is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan made on 3 February 2016 and amended and restated on the following terms: Proposed Utilisation Date: [ ] Amendment and Restatement Date (or, if that is not a Business Day, the next Business Dayas defined below) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above):between: (a1) CARUNA NETWORKS OY, a company incorporated in Finland with limited liability (registered number 2584904-3) (the outstanding balance of the arrangement fee being £[ ]“Company” and “Borrower Security Group Agent”); (b2) any commitment fee due and payable at the Utilisation DateCARUNA OY, a company incorporated in Finland with limited liability (registered number 1618314-7) (“Caruna Oy”); (c3) [ ] feesCARUNA ESPOO OY, as a company incorporated in Finland with limited liability (registered number 2059588-1) (“Caruna Espoo”); (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 45.2 (Service of process), if not an Original Obligor, has accepted its appointment. (b) The Group Structure Chart together with a spreadsheet showing which members of the Group are Material Companies and, assuming the Closing Date has occurred, showing compliance with the requirements of Clause 27.14 (Guarantors). (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)The initial Budget. (d) The Reports (together with reliance letters). (e) A copy of the Original Financial Statements. (f) The monthly management accounts of the Target Group for the month most recently ending before the Closing Date for which such monthly management accounts are available. (g) The offering memorandum relating to Target including segment EBITDA, gross margin, three years’ audited financial statements and the quarterly financial statements contained in the Original Financial Statements. (h) A copy of the securities rating in relation to the Senior Secured Notes to be issued by Bondco. (i) The Structure Memorandum. (j) The Funds Flow Statement. (k) The agreed Base Case Model. (l) A certificate of the Parent setting out details of the Acquisition Costs. (m) A certificate of the Parent confirming that: (i) the conditions to closing (other than payment of the purchase price) under the Acquisition Agreement have been satisfied; (ii) the Acquisition Documents have not been amended, varied or waived (without the consent of the Agent) save for any amendments or waivers which do not materially and adversely affect the interests of the Lenders; and (ii) so far as the Parent is aware neither the Parent nor the Company is entitled to terminate or rescind the Acquisition Agreement or otherwise refuse to complete that part of the Acquisitions governed by the Acquisition Agreement (or would have been so entitled but for any waiver or amendment which has not been consented to by the Agent); (iii) all requisite consents, corporate, regulatory, tax, competition, shareholder and other authorisations and approvals required under the Acquisition Documents (other than in relation to the Chinese Target or the South African Target if they are not being acquired on the Closing Date) have been obtained (and a copy of each such approval provided to the Agent). (n) A certificate of the Parent confirming that the Original Equity Commitment has been made available to the Company and will be applied towards payment of the purchase price under the Acquisition Agreement simultaneously with first drawdown of Senior Secured Indebtedness upon which payment 100% of the total issued share capital of Target (other than the share capital of the Chinese Target and/or the South African Target if they are not being acquired on the Closing Date) will be acquired by the relevant Bidco. (o) Copies of customary (as determined by the Agent (acting reasonably)) “know your customer” information in relation to any Original Obligor. (p) Evidence that any other the fees, and the costs and expenses then due from the Borrower Parent pursuant to Clause ‎12 17 (Fees), Clause 18.5 (Stamp taxes) and Clause ‎17 22 (Costs and expenses) have been paid or will (simultaneously with first drawdown of Senior Secured Indebtedness) be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)paid. (eq) Evidence of satisfactory to the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence Agent that the Deferred Maintenance and Environmental Conditions Reserve has been funded there is or will (simultaneously with first drawdown of Senior Secured Indebtedness) be funded on the Utilisation Date to the extent required no Financial Indebtedness, no guarantee by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each any member of the Group which is a Dormant Subsidiary as at in respect of any Financial Indebtedness and no Security or Quasi-Security in respect of Financial Indebtedness over the Closing Date is included in assets of any member of the Dormant Subsidiaries ListTarget Group other than Permitted Financial Indebtedness, Permitted Guarantees and Permitted Collateral Liens, respectively. (lr) A copy Evidence that a drawdown under the Bridge Facility Agreement or the issuance of the Umbrella AgreementSenior Secured Notes pursuant to the Engagement Letter has occurred or will occur (in an amount not less than €600,000,000) prior to, or at the same time as first drawing under the Facility. (ms) A copy of each At the discretion of the agreements evidencing any intra-Group debt Company, either (i) evidence that the articles of association of German Target have been amended and do not stipulate a consent requirement of the shareholders or Subordinated Debt. (n) Evidence that all guarantees and Security granted the shareholders’ meeting in connection with the Subordinated Debt has been creation of any pledge over the shares in German Target, or will be released at Closing. (oii) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed an original copy of a German law share pledge agreement executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document Vendor in relation to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares share capital of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a partyGerman Target. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (Executed original of the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this AgreementAdvisory Mandate letter. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent Lender considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Relevant Document or for the validity and enforceability of any Finance Relevant Document. 9. If available, (c) The Original Financial Statements of each Obligor. (d) A copy of the latest audited interim financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to Group for the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deednine months ended 30 September 2011. (be) If Evidence that the Additional Guarantor fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date. (f) Confirmation from the Lender that it has carried out and is incorporated in or has its satisfied with the results of all necessary “centre of main interestknow your customer” or “establishment” other similar checks under all applicable laws and regulates pursuant to the transactions contemplated by the Relevant Documents. (as referred g) Confirmation from the Lender that it has received each of the following documents in form and substance satisfactory to in Clause 20.26 it (Centre i) a copy of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed the Fifth Modification Agreement duly executed by each party to it accompanied by a law other than English law, a legal opinion of certificate issued by the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence Borrower that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 for MOFCOM approval of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into Fifth Modification Agreement has been initiated; (ii) a copy of a Reserve Report dated on or around the Finance Documents and perform its obligations under the Finance Documents.date of this Agreement; 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as (iii) legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date memorandum issued by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International & ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirsregarding the extension of exploration period under the Production Sharing Contract; (iv) a copy of the Expenditure Schedule; (v) evidence of appointment of process agent under the Account Charge Agreement; and (vi) a copy of a financial forecast for each Obligor for the 2 years following the date of this Agreement including, without limitation, a cash flow projection showing: (A) each Obligors' projected liabilities for such period; and (B) all sources of funds available to each Obligor to meet such projected liabilities in such period. SCHEDULE 2 PART I Utilisation Request Far East Energy (Bermuda), Ltd. - U.S.$25,000,000 Facility Agreement 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ [________] (or, if that is not a Business Day, the next Business Day) Amount: [ [________] or, if less, the Available FacilityCommitment 3. We confirm that each condition specified in Clause 5.2‎ 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]the Disbursement Account. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement The group structure chart indicating the group structure of Cayman Co and its Subsidiaries upon completion of the Relevant Permitted Reorganisation (as defined in Schedule 2 (Amended and Restated Agreement)) and showing such information as specified in Clause 18.25 (Group Structure Chart) of the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Original Facility Agreement. (b) Evidence of application to SAFE for the filing of the particulars of this Agreement and the Amended and Restated Agreement, if such filing is necessary or desirable as advised by the legal advisers in the PRC to the Facility Agent. (c) A copy of the updated register of members and register of transfers of Holdco, as certified by its registered agent. (d) A certificate of good standing in respect of Cayman Co. (e) All documentation and other evidence as is reasonably requested by the Facility Agent (for any or all of the Finance Parties) in order for any or all of the Finance Parties to carry out and be satisfied with the results of all necessary “know your customer”, anti-money laundering and/or other similar checks under all applicable laws and regulations in connection with any or all the Restructuring Documents and/or the transactions contemplated thereunder. (f) Evidence that any each of the process agent agents (which is not a member of the Group) referred to in Clause ‎43.2 37.2 (Service of process), if not an Original Obligor, Process) of the Amended and Restated Agreement (in respect of its appointment by Cayman Co) and/or in any other Restructuring Document has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (dg) Evidence that any other the fees, and the costs and and/or expenses then due from the Borrower any Obligor pursuant to Clause ‎12 5 (Fees) and Clause ‎17 (, Costs and expensesExpenses) or any Transaction Warrant Document have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Effective Date. (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with (i) the entry into and and/or performance of the transactions transaction contemplated by the Accession Letter any Restructuring Document or Transaction Finance Document and/or (ii) for the legality, validity and and/or enforceability of any Restructuring Document or Transaction Finance Document. (see following page) dated 8 January 2010 dated 11 January 2010 AS FURTHER AMENDED AND RESTATED PURSUANT TO A SECOND AMENDMENT AGREEMENT dated October 11, 2010 TIANJIN NEW HIGHLAND SCIENCE AND TECHNOLOGY DEVELOPMENT CO. 9. If available, the latest audited financial statements of the Additional ObligorLTD. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.Definitions And Interpretation 1 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility The Facility 31 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]Purpose 31

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 38.4 (Service of process), if not an Original Obligor, ) has accepted its appointment. (b) A copy the U.S. Facility Agreement. (c) Evidence A copy of a good standing certificate (including verification of tax status) with respect to the Borrower, issued as of a recent date by the Secretary of State or other appropriate official of: (i) the Borrower’s jurisdiction of incorporation or organisation; and (ii) the jurisdiction of the payment Borrower’s registered place of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)business. (d) A copy, certified a true copy by an Authorised Signatory of the Borrower of the Original Financial Statements of the Borrower. (e) Evidence that any other the Account Party is authorised to underwrite business at Lloyd’s. (f) Evidence that the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 Clauses 18 (Fees) and Clause ‎17 19 (Costs and expensesExpenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (g) Evidence that on or prior to the Hedging Reserve has been funded or will be funded on the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded all actual or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List contingent liabilities and a certificate signed by an authorised signatory obligations of the Borrower confirming that each member of under the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has Existing L/C Facilities have been or will be released at Closing. irrevocably discharged in full, (oii) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor commitments thereunder have been or will be irrevocably cancelled and the Borrower. 2. A copy (iii) all letters of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, credit issued thereunder have been or will be cancelled and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or returned to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6issuing bank. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited HCC Insurance Holdings, Inc. To: [Agent] The Royal Bank of Scotland plc as Agent Dated: Dear Sirs, 1. We refer to the agreement (the “Credit Agreement. This is a Utilisation Request”) dated [•] November 2009 (as amended, restated and supplemented from time to time) and made between HCC Insurance Holdings, Inc. as Borrower, The Royal Bank of Scotland plc and Barclays Bank PLC as Arranger, The Royal Bank of Scotland plc as Agent, The Royal Bank of Scotland plc as Trustee and the Lenders specified therein. 2. Terms defined in the Credit Agreement shall have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Requestutilisation request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) This utilisation request is satisfied on the date of this Utilisation Requestirrevocable. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, the Finance Documents has accepted its appointment. (cb) Evidence Payment of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it.Amendment Fee. Schedule 4 Disclosures 1. An Accession Deed executed by See Schedule 12 (Material Contracts) to the Additional Obligor Third Amended and the BorrowerRestated Facility Agreement. 2. A copy of See Schedule 13 (Labour and Collective Bargaining Agreements) to the constitutional documents of the Additional ObligorThird Amended and Restated Facility Agreement. 3. A copy of a resolution See Schedule 14 (Financial Indebtedness and Guarantee Obligations) to the Third Amended and Restated Facility Agreement. 4. See Schedule 20 (Transactions with Affiliates) to the Third Amended and Restated Facility Agreement. 5. See Schedule 22 (Incentive Plan) to the Third Amended and Restated Facility Agreement. 6. See Schedule 23 (Group Structure Chart) to the Third Amended and Restated Facility Agreement. 7. See Schedule 26 (Subsidiary Guarantors) to the Third Amended and Restated Facility Agreement. Schedule 5 Conditions Subsequent to the Effective Date 1. Legal Opinions No later than 31 July 2017, delivery of the board of directors of the Additional Obligorfollowing: (a) approving a legal opinion of White & Case LLP (advisers to the terms ofLenders) as to matters of the laws of England and confirming, and the transactions contemplated byamongst other things, the Accession Deed validity and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is partyenforceability of this Agreement; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ Taft ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer ollister LLP (advisers to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (orBorrower) confirming, if that is not a Business Dayamongst other things, the next Business Day) Amount: [ ] or, if less, due authorization of each Obligor and each member of the Available Facility 3. We confirm that each condition specified Thermo Group and the Security Documents in Clause 5.2‎ (Further conditions precedent) is satisfied on place at the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose the Agreement are the legal, valid, binding and enforceable obligations of the Loan is [ ]. 6. [We confirm that you may [disburse Obligors, notwithstanding the Loan through [LAWYERS] amendments to the Third Amended and Restated Facility Agreement as set out in this Agreement; and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; such other favourable legal opinions of counsel to the Obligors addressed to the BPIFAE Agent (dfor and on behalf of itself and the other Finance Parties) The fees of with respect to the Valuer Obligors, the Finance Documents and [ ]; (e) Land Registry fees; and (f) Stamp duty land taxsuch other matters as the BPIFAE Agent shall reasonably request.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this AgreementThe Original Financial Statements. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent any Finance Party considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements (c) Satisfactory due diligence of the Additional ObligorReceivables. 10. The following legal opinions, each addressed (d) A power of attorney in form and substance satisfactory to the Agent, the Security Agent and pursuant to which the Lenders: (a) A legal opinion Borrower appoints the Security Agent as its attorney in respect of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession DeedCollection Account. (be) If Evidence that the Additional fees, costs and expenses then due from the Borrower and the Guarantor is incorporated in pursuant to Clause 12 (Fees) and Clause 17 (Costs and expenses) have been paid or has its “centre will be paid by the first Utilisation Date. (f) A copy of main interest” a good standing certificate (including verification of tax status, if available) with respect to the Guarantor, issued as of a recent date by the Secretary of State or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion appropriate official of the legal advisers Guarantor's jurisdiction of incorporation or organisation. (g) Evidence that any amounts outstanding and payable by the Borrower under or in connection with the facility agreement dated 5 September 2012 (the "Existing Facility Agreement") between (i) the Borrower, as borrower, (ii) The Hongkong and Shanghai Banking Corporation Limited, as arranger, (iii) the financial institutions listed in Schedule 1 therein, as original lenders, (iv) The Hongkong and Shanghai Banking Corporation Limited, as facility agent, (v) The Hongkong and Shanghai Banking Corporation Limited, as security agent and (v) The Hongkong and Shanghai Banking Corporation Limited, as account bank, has been or will be irrevocably paid and satisfied in full and that any facility(ies) made available to the Lenders in Borrower under the jurisdiction of its incorporation, “centre of main interest” Existing Facility Agreement have been or “establishment” will be irrevocably cancelled on or prior to the first Utilisation Date. (as applicableh) or, Evidence that the Security granted pursuant to the Existing Facility Agreement has been or will be irrevocably released and discharged on or prior to the first Utilisation Date. From: Micron Semiconductor Asia Pte. Ltd. as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited Borrower To: [Agent] DatedThe Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as the Facility Agent Date: Dear Sirs 1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement have the same meaning when used in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ [·] (or, if that is not a Business Day, the next Business Day) Amount: [ [·] or, if less, the Available FacilityFacility Interest Period: [·] 3. We confirm that each condition specified in Clause 5.2‎ 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this the Loan [excluding the amount equal to the interest payable in respect of the Loan]* should be credited to [account]·] . 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (Copies of the Funds Flow Statement) setting out executed Charter Contracts and the funding and application of funds in relation to the transactions contemplated in this Agreementlatest Valuation Reports. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service A copy of process), if not an Original Obligor, has accepted its appointmentthe Group Structure Chart. (c) Evidence Copies of the payment of executed Finance Documents by all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)parties thereto. (d) Evidence that any other all fees, and the costs and expenses then (including legal fees) due from the Borrower Borrowers pursuant to Clause ‎12 6 (Fees) and Clause ‎17 (, Costs and expensesExpenses) of this Agreement have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Effective Date. (e) Evidence A certificate signed by an authorized signatory of the funding Borrowers stating that, upon the Effective Date, (i) no member of Special Reserves required the Group will have any Financial Indebtedness other than Permitted Financial Indebtedness and each member of the Group will have (ii) no Encumbrance existing in relation to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by any asset of any member of the Funds Flow Statement and/or the Utilisation Request)Group other than any Permitted Encumbrance. (f) Evidence satisfactory to the Lender that the Deferred Maintenance and Environmental Conditions Reserve Security has been funded or will be funded perfected in accordance with all applicable laws on the Utilisation Effective Date and constitutes valid security with the ranking it is expressed to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)have. (g) Evidence Copies of all relevant insurance policies and evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)these are in full force and effect. (h) Evidence All requested information required pursuant to the obligations of the Lender, together with any other additional documents, records and information that the Radon Reserve has been funded Lender may be required to obtain, verify or will be funded on review pursuant to the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)terms of any other applicable law or regulation. (i) Evidence that the Above-Ground Storage Tank Reserve has been funded All documentation or will information on assets required to be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)provided under any Security Documents. (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation authorisation or other document, opinion or assurance which the Agent considers to be Lender notifies the Borrowers is necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel (k) Evidence reasonably satisfactory to the Lenders may reasonably require, Lender that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document all governmental and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents regulatory consents and other action clearances (including but not limited to be taken by Additional Guarantor to protect tax clearances) and all third party consents and approvals necessary in connection herewith or perfect other competition or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement regulatory authority have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Requestbeen obtained. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Dayl) Amount: [ ] or, if less, the Available Facility 3. We confirm that A good standing certificate from each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation RequestObligor. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 37.2 (Service of process), if not an Original Obligor, ) has accepted its appointment. (b) Evidence that: (i) all amounts that are outstanding under the Existing Credit Agreement have been or will be repaid in full; and (ii) the total commitments under the Existing Credit Agreement have been or will be cancelled in full, in each case on or before the first Utilisation Date, it being agreed that a copy of the notice from the Company to the facility agent under the Existing Credit Agreement (the Existing Facility Agent) stating that it will prepay and cancel that facility in full on or prior to the first Utilisation Date and a confirmation from the Existing Facility Agent of the outstanding principal amounts to be paid, shall be sufficient evidence. (c) Evidence The Original Financial Statements of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Company. (d) A Compliance Certificate, based on the financial statements referred to in paragraph (b) of the definition of Original Financial Statements. (e) Evidence that any other the fees, and the costs and expenses then due from the Borrower Company pursuant to Clause ‎12 22 (Fees) and Clause ‎17 24 (Costs and expensesExpenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [AgentBANK OF AMERICA, N.A.] Datedas Facility Agent From: Dear SirsMGM CHINA HOLDINGS LIMITED Date: [ ] MGM CHINA HOLDINGS LIMITED – Revolving Facilities Agreement dated [●] (the Agreement) 1. We refer to the Agreement. This is a Utilisation Request. Terms Capitalised terms defined in the Agreement shall have the same meaning when used in this Utilisation Request unless given a different meaning in this Utilisation Requestotherwise defined. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above):: (a) the outstanding balance of the arrangement fee being £Utilisation Date: [ ]; (b) any commitment fee due and payable at the Utilisation DateAmount/currency: [HK$][ ]1; (c) [ ] fees; (d) The fees of the Valuer and Term: [[ ]; (e) Land Registry fees; and (f) Stamp duty land tax3. Our payment instructions are: [ ]2.]

Other documents and evidence. (a) A funds flow statement One signed original of the Parent Guarantee (signed by the Funds Flow Statement) setting out Original Parent and the funding and application of funds in relation to the transactions contemplated in this AgreementSuccessor Parent). (b) An executed copy of each Fee Letter. (c) Evidence that any process agent referred to in Clause ‎43.2 43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (cd) Evidence A certificate of the payment Original Parent confirming the prevalent Ratings in respect of all outstanding arrangement fees and outstanding fees the Original Parent on the date of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)this Agreement. (de) The latest annual consolidated audited and certified financial statements of the Original Parent. (f) Evidence that any other the 2021 Facility has been, or will have been, on or by the first Utilisation Date, unconditionally and irrevocably prepaid or repaid and cancelled in full. (g) Evidence that the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 13 (Fees) and Clause ‎17 18 (Costs and expenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, authorisation, opinion or assurance which reasonably requested by the Agent. Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) U-34:00 p.m. Paris time Agent considers to be necessary or desirable in connection with notifies the entry into and performance Lenders of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor Loan in accordance with Clause 5.4 (Lenders' participation) U-3 Term SOFR Reference Rate is fixed As set out in the Agreed Security Principles. 13. Any notices or documents applicable SOFR Rate Terms Starting time for required to be given or executed under the terms notice period in respect of those security documents. 14. If the Additional Guarantor a voluntary cancellation (Clause 8.3 (Voluntary cancellation)) 4:00 p.m. Paris time Starting time for required notice period in respect of a voluntary prepayment (Clause 8.4 (Voluntary Prepayment of Loans)) 4:00 p.m. Paris time Interpolated Term SOFR is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering used as a private companyfallback (Clause 12.1(a) to comply with sections 677 to 683 (Unavailability of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined Term SOFR)) As set out in the Agreement have applicable SOFR Rate Terms Shortened Interest Period for Term SOFR is used as a fallback (Clause 12.1(b) Unavailability of Term SOFR)) As set out in the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the applicable SOFR Rate Terms "U" = date of this Utilisation Requestutilisation "U - X" = X Business Days prior to date of utilisation Additional Business Days: An RFR Banking Day. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement copy of each Security Document (other than the Funds Flow StatementBorrower Share Charge, the Onshore Land Use Rights Mortgage and the Onshore Buildings Mortgage) setting out duly executed by the funding and application parties to it, together with all documentation, and/or evidence of funds in relation all other steps, required to perfect such Security Documents as advised to the transactions contemplated Security Agent by its legal advisers in this Agreementeach relevant jurisdiction. (b) A copy of each Fee Letter duly executed by the parties to it. (c) A copy of each Warrant Document in the Agreed Form. (d) Evidence that this Agreement has been duly registered with a competent office of SAFE, together with a copy of the foreign borrowings registration certificate issued by SAFE in respect of the Facility. (e) Evidence that any process agent referred to in Clause ‎43.2 38.2 (Service of process), if not an Original Obligor, ) has accepted its appointment. (cf) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document. (g) Evidence of the payment establishment of all outstanding arrangement fees and outstanding fees each of lawyers the Debt Service Reserve Account and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Onshore Proceeds Account. (dh) Evidence that any other the amount standing to the credit of the Debt Service Reserve Account on the Utilisation Date will not be less than the Debt Service Reserve Amount. (i) Evidence that the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 10 (Fees) and Clause ‎17 15 (Costs and expenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (j) Evidence that the Underground Storage Tank Reserve has been funded Such information or will evidence as may reasonably be funded on the Utilisation Date (as evidenced required by the Funds Flow Statement and/or the Utilisation Request)a Finance Party to satisfy its know your customer requirements. (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory Confirmation satisfactory to the Agent that all conditions precedent to the availability of the Borrower confirming Onshore Facility have been satisfied or waived, save for any such condition equivalent to this condition, and that each member the Onshore Facility has been or will, upon drawdown of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries ListFacility, be drawn. (l) A copy Evidence that all fees relating to the perfection, registration, filing and approval of the Umbrella AgreementSecurity then due have been paid. (m) A copy of each of Evidence that all stamp, registration and similar taxes payable in connection with the agreements evidencing any intra-Group debt or Subordinated DebtTransaction Documents that have been executed have been paid. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to itGroup Structure Chart. 1. An Accession Deed Letter, duly executed by the Additional Obligor Guarantor and the Borrower. 2. A copy of the constitutional documents of the Additional ObligorGuarantor. 3. A copy of a resolution of the board of directors of the Additional ObligorGuarantor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed Letter and the Finance Documents and resolving that it execute, deliver and perform execute the Accession Deed Letter and any other each Finance Document to which it is partyDocument; (b) authorising a specified person or persons to execute the Accession Deed Letter and other each Finance Documents Document on its behalf;; and (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If so required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdictionAgent, a copy of a resolution signed by all the holders of the issued shares of the Additional ObligorGuarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor Guarantor is a party. 6. A certificate of the Additional Obligor Guarantor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security guaranteeing or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 11 (Fees) and Clause ‎17 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date Date. (as evidenced b) A list of all insurance policies maintained by PYPO PRC and each of PYPO PRC’s operating Subsidiaries. (c) An executed copy of the Funds Flow Statement and/or Finance Documents in form and substance satisfactory to FMO. (d) A copy of: (i) the Utilisation Request)audited consolidated financial statements of the Guarantor for the period ending 31 March 2008; (ii) the unaudited consolidated financial statements of the Guarantor for the period ending 30 September 2008; and (iii) the unaudited consolidated financial statements of the Borrower for the period ending 31 Mar 2008, prepared by management of the Borrower. (e) Evidence of that the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced Security created by the Funds Flow Statement and/or Charge Deed and the Utilisation Request)Equity Pledge Agreement has been created and perfected (or is in the process of being perfected) in accordance with applicable laws. (f) Evidence that any process agent appointed under any Finance Document has accepted its appointment and any fees relating to the Deferred Maintenance and Environmental Conditions Reserve has appointment of a process agent have been funded paid or will be funded on the Utilisation Date to the extent required paid by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the first Utilisation Request)Date. (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent FMO considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter Finance Documents or for the validity and enforceability of the Finance Documents or any Finance DocumentAuthorizations with respect to the carrying on of the business by the Borrower. 9. If available(h) A letter from the Auditors addressed to FMO, confirming that they have been authorized by the latest audited financial statements Borrower to communicate directly with FMO at any time regarding the Borrower’s accounts and operations and that they are aware of the Additional Obligorprovisions of Sub-clauses 1.1 (Definitions) and Clause 19 (Financial covenants) of this Agreement. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (ai) A legal opinion of duly executed share retention undertaking letter by the legal advisers to the Lenders in England, as to English law Sponsors in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated set out in or has its “centre Schedule 17. To: Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., Attn: [insert Department name and name of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English lawresponsible IO], a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills van ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ Colliers International ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] DatedDate: Dear Sirs, Re: Pypo Holdings (HK) Company Limited — Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. Term Facility Agreement dated [insert execution date of the Agreement] 2009 (the “Agreement”) 1. We refer to the Agreement. This is a Utilisation RequestRequest in respect of the Facility. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan pursuant to the Facility for the purpose of capitalization of PYPO PRC (which shall in turn use the proceeds to finance its capital expenditures and working capital with respect to its expansion plan in Central, Western and rural regions in the PRC) and on the following terms: Proposed Utilisation Date: [ [insert proposed Utilisation date] (or, if that is not a Business Day, the next Business Day) Currency of Loan: Euro Amount: [ [insert amount] or, if less, the Available Facility 3. We confirm that that: (a) each condition specified in Clause 5.2‎ Sub-clause 4.1 (Initial conditions precedent) and Sub-clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request; and (b) the previous Loan[s] drawdown under this Agreement have been applied in or towards satisfaction of the purpose[s] specified in the Utilisation Request relating to such Loan. 4. The proceeds of this Loan should be credited on [ ] to [account].our Account: 5. The purpose Name/address of Account-holder: Account currency Account No. Bank/SWIFT code via (name/address/SWIFT CODE of correspondent bank) Account No. of beneficiary bank at the Loan is [ ].correspondent Bank 6. [We confirm that you may [disburse This Utilisation Request is irrevocable. Yours faithfully, PYPO HOLDINGS (HK) COMPANY LIMITED Authorised Representative Authorised Representative 1. The Mandatory Cost is an addition to the Loan through [LAWYERS] and] deduct from interest rate in relation to the Loan (although cost of compliance with the amount requirements of the Loan European Central Bank. 2. On the first day of each Interest Period (or as soon as possible thereafter) FMO shall calculate a rate (the “Additional Cost Rate”) as referred to in paragraph 3. 3. The Additional Cost Rate for FMO if lending from a Participating Member State will remain be the amount requested above): (a) percentage determined by FMO as the outstanding balance cost of complying with the minimum reserve requirements of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land taxEuropean Central Bank.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 37.2 (Service of process), if not an Original Obligor, ) has accepted its appointment. (c) Evidence of appointment as process agent for the payment of all outstanding arrangement fees and outstanding fees of lawyers Borrower and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Guarantor. (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available, the latest audited (c) The financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 19.5 (Centre of main interests Financial Statements). (d) Evidence that the fees, costs and establishments)expenses then due from the Borrower pursuant to Clause 12 (Fees) in a jurisdiction other than England and Wales Clause 17 (Costs and expenses) have been paid or is executing a Finance Document which is governed will be paid by a law other than English lawthe first Utilisation Date. (e) Evidence that, a legal opinion upon first Utilisation of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may beFacility, the jurisdiction of the governing law of that Finance Document facilities granted to IFF Trading Company B.V. (the Applicable Jurisdiction"IFF TRADING") pursuant to a multicurrency term and revolving facilities agreement entered into on 26 March 2001 between IFF Trading as to the law of the Applicable Jurisdiction borrower and in the form distributed to the Lenders prior to signing the Accession DeedABN AMRO Bank N.V. as arranger, agent and original lender will be cancelled. 11. If (f) Evidence that appropriate waivers have been granted or appropriate amendments have been entered into in respect of (i) the proposed Additional Guarantor is incorporated in a jurisdiction other than England two credit agreements both dated 26 September 2001 and Walesentered into between, evidence that the process inter alios, International Flavors & Fragrances Inc. as borrower, Citibank, N.A. as initial lender and administrative agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers Barney Inc. as initial lender and arranger and (ii) the two yen note purchase agreements dated 15 February 2000 and 19 November 2001 and both entered into between, inter alios, International ▇▇▇▇▇▇▇ Flavor & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL Fragrances (Japan) Ltd., International Flavor & Fragrances Inc. as guarantor and certain banks and financial institutions as lenders. SCHEDULE 3 UTILISATION REQUEST From: GA HC REIT CH UK Senior Housing Portfolio Limited International Flavors & Fragrances (Luxembourg) S.a.r.l To: [Agent] Barclays Bank PLC Dated: Dear SirsSirs INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.A.R.L - EUR 350,000,000 FACILITY AGREEMENT DATED 19 JULY 2002 (THE "FACILITY AGREEMENT") 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Currency of Loan: [ ] Amount: [ ] or, if less, the Available FacilityFacility Interest Period: [ ] 32. We confirm that each condition specified in Clause 5.2‎ 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 43. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application The Original Financial Statements of funds in relation to the transactions contemplated in this Agreementeach Obligor. (b) A certified copy of the business model of the Group (including cash flow projections, balance sheet and profit and loss accounts) for the financial year ended on 31 December 2007 as approved by the competent governing body of the Borrower that is able to effectively approve such matters. (c) The latest available consolidated audited annual financial statements of the Borrower prepared in accordance with GAAP, if different from the Borrower’s Original Financial Statements. (d) The latest available consolidated unaudited quarterly financial statements of the Borrower prepared in accordance with GAAP, if different from the Borrower’s Original Financial Statements. (e) The latest available financial statements of each Obligor prepared in accordance with RAS, together with the auditors’ statement (if any), if different from the relevant Obligor’s Original Financial Statements. (f) Confirmation from the tax authorities of the Russian Federation that all liabilities of each Obligor to the tax authorities of the Russian Federation are being routinely discharged to the satisfaction of all the relevant authorities, in form and substance acceptable to the Agent. (g) Evidence that any process agent referred to in Clause ‎43.2 36.6 (Service of process)) of this Agreement, if not an Original Obligor, clause 14.6 (Service of process) of the WBD Guarantee and clause 14.6 (Service of process) of the WBD Beverages Guarantee has accepted its appointment. (ch) Evidence A certified copy of a Group structure chart as at the payment date no earlier than the date of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)this Agreement. (di) Evidence that any other the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 11 (Fees) and Clause ‎17 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this Agreement. (b) Evidence that any process agent referred to in Clause ‎43.2 38.2 (Service of process), if not an Original Obligor, has accepted its appointment. (c) Evidence of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (d) Evidence that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 9. If available(c) The Original Financial Statements of each Original Obligor. (d) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by or on the first Utilisation Date. (e) The obligations of the Company and the Borrower under the Commitment Letter and each Fee Letter shall have been complied with by the Company and the Borrower and be in full force and effect and the Arranger shall have agreed that the conditions set out in the Commitment Letter have been satisfied. (f) Confirmation satisfactory to the Facility Agent that: (i) the Company has received net proceeds from the Rights Issue of at least US$157,500,000 (after payment of up to US$ 7,500,000 in fees and expenses) taking into account any hedging entered into in relation thereto; (ii) such net proceeds are held in the Cash Collateral Account in an amount which is (when added to the Loans) sufficient to pay to the Settlement Trust the amount referred to in sub paragraph (iii) below, and all fees costs and expenses agreed by the Facility Agent; and (iii) an irrevocable instruction has been sent (which instruction shall be given in the Utilisation Request) by the Company to the Facility Agent instructing it to transfer $722,252,807.08 (as such amount may be adjusted after the date hereof in accordance with the terms of the Settlement) comprising amounts credited to the Cash Collateral Account and the proceeds of the Loans, to the Settlement Trust in accordance with the terms of the Settlement Agreement. (g) Approval satisfactory to the Facility Agent shall have been given by the United States of America with respect to the Facility Documents pursuant to the Medicare Security Agreement and the subordination of the claims and security of the United States of America to the claims and Security of the Lenders pursuant to the Intercreditor Agreement. (h) Execution of the Working Capital Facility Agreements in a form and substance satisfactory to the Facility Agent (acting reasonably). (i) Confirmation that the CCI has not been issued. (j) The Facility Agent having received, reviewed, and been satisfied with the following information: (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each of the three latest audited Fiscal Years ended prior to the Utilisation Date and unaudited consolidated balance sheets and related statements of income (including sales and EBITDA by business unit as reported by the Company), stockholders’ equity and cash flows of the Company for the 12 months ended as of June 30, 2002; (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for each fiscal quarter since the end of the last Fiscal Year prior to the Utilisation Date and for the comparable periods of the preceding Fiscal Year; (iii) pro forma consolidated financial statements of the Additional Obligor.Company for the last Fiscal Year for which audited financial statements are required pursuant to clause (i) and each subsequent fiscal quarter prior to the Utilisation Date and for the comparable periods of the preceding Fiscal Year, after giving effect to the transactions contemplated hereby, and 10(iv) financial performance forecasts for the Company and its consolidated subsidiaries for the period up to and including period ending December 31, 2007. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as financial statements referred to in Clause 20.26 clauses (Centre of main interests i), (ii) and establishments)(iii) above shall be prepared on a basis consistent in a jurisdiction other than England all material respects with the projections and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers forecasts provided to the Lenders in the jurisdiction Lenders. All financial information required under subparagraphs (i) and (iii) of its incorporation, “centre of main interest” or “establishment” this paragraph (as applicablej) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to shall be executed by the proposed Additional Guarantor prepared in accordance with the Agreed Security PrinciplesIAS reconciled to GAAP (in accordance with SEC reporting requirements). 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 5.2‎ (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan should be credited to [account]. 5. The purpose of the Loan is [ ]. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]

Other documents and evidence. (a) A funds flow statement Evidence that there are no outstanding loan claims held by RPM against any member of the Borrower Group (other than under the Funds Flow Statement) setting out RPM Funding Loan Agreement or pursuant to claims RPM has as a trade creditor of the funding Borrower Group in respect of the arm’s length procurement of goods and application services on behalf of funds in relation to the transactions contemplated in this AgreementBorrower Group by RPM. (b) Evidence that any process agent referred The audited annual financial statement of RPM for its financial year ending 31 December 2008; in form and substance satisfactory to in Clause ‎43.2 (Service of process), if not an Original Obligor, has accepted its appointmentthe Senior Agent. (c) Evidence of the payment of all outstanding arrangement fees The Base Case Model and outstanding fees of lawyers evidence that it has been reviewed and the Valuer (as evidenced approved by the Funds Flow Statement and/or the Utilisation Request)Lenders’ Technical Advisor and Lenders’ Model Auditor. (d) The Mine Plan. (e) A copy, certified by an authorised signatory of each relevant Obligor, or an authorised signatory of the Parent, to be a true copy, of the Original Financial Statements of each Obligor. (f) A copy, certified by an authorised signatory of the Parent to be a true copy, of the most recent Quarterly Management Accounts of Opco. (g) Evidence that any each Lender has carried out and is satisfied with the results of all “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions and entities contemplated in the Transaction Documents. (h) The Funds Flow Statement in a form agreed by the Parent and the Senior Agent detailing the proposed movement of funds on or before the Closing Date. (i) Evidence that the fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 clause 17 (Fees) and Clause ‎17 clause 22 (Costs and expensesExpenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (f) Evidence that the Deferred Maintenance and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required by the Agent (acting on the instructions of the Original Lenders acting reasonably) (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (g) Evidence that the Hedging Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)Date. (j) Evidence that A Certificate of the Underground Storage Tank Reserve has been funded or will be funded on Parent (signed by a director) detailing the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)estimated Acquisition Costs. (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of Utilisation Requests relating to the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at Utilisations to be made on the Closing Date is included in the Dormant Subsidiaries ListDate. (l) A copy letter from the Borrower to the Senior Agent and the Account Bank specifying the Holdco Business Account, the Borrower Proceeds Account, the Opco Business Account and the Disbursement Account including details of each account name, account number and the name and address of the Umbrella Agreementbank where each account is held. (m) A copy of each The Group Structure Chart which shows the Anooraq Group assuming the Closing Date has occurred and steps 1 (Asset and loan impairment) to 7 (Capital Rebalance) of the agreements evidencing any intra-Group debt or Subordinated DebtStructure Memorandum have completed. (n) Evidence satisfactory to the Senior Agent that all guarantees material contracts have been ceded and Security granted in connection with the Subordinated Debt has assigned by Lebowa to Opco and that any third party consents for such cession and assignment have been or will be released at Closingobtained. (o) The US Facility Agreement duly executed by all parties Evidence satisfactory to it. 1. An Accession Deed executed by the Additional Obligor Senior Agent that the consent of Anglo and RPM has been obtained for the Borrower. 2. A copy cession in security of the constitutional documents rights of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantorrepresentations and warranties in the Holdco Sale of Shares Agreement. 12. Any security documents which are required (p) Evidence satisfactory to the Senior Agent that the agency agreement between Anglo, RPM and Lebowa has been terminated. (q) Evidence satisfactory to the Senior Agent that each of the steps set out in the Structure Memorandum have been implemented or will as of the Closing Date be implemented. (r) Notification has been received by the Senior Agent of the Mandatory Cost of all Lenders. (s) Evidence satisfactory to the Senior Agent that all funding to be executed provided by the proposed Additional Guarantor Borrower pursuant to the Transaction Documents will be made available into the Disbursement Account on the Closing Date and that where the funding under any Transaction Documents is subject to any conditions precedent, that the conditions precedent have been fulfilled. (t) Power of Attorney in accordance the agreed form given by Opco and Lebowa in favour of the Senior Agent or its legal advisors allowing the Senior Agent or its legal advisors to take all necessary steps to lodge and procure the registration of all New Order rights and the cession and transfer thereof to Opco. (u) Operating Budget in the agreed form. (v) The Senior Agent has confirmed in writing addressed to the Borrower that it is satisfied with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England form and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 substance of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL Disclosure Schedule From: GA HC REIT CH UK Senior Housing Portfolio Limited [Borrower] To: [Senior Agent] Dated: Dear Sirs 1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: (a) Borrower: Plateau Resources (Proprietary) Limited (b) Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) (c) Amount: R[ ] or, if less, the Available Facility (d) Interest Period: [ ] 3. We confirm that each condition specified in Clause 5.2‎ 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. The proceeds of this Loan Utilisation should be credited to [insert relevant account]. 5. This Utilisation Request is irrevocable. To: [ ] as Senior Agent From: [the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”) Dated: 1. We refer to the Facilities Agreement. This is an Assignment Agreement. (a) We refer to Clause 33.6 (Procedure for Transfer). (b) The purpose Existing Lender cedes and assigns absolutely to the New Lender all the rights of the Loan Existing Lender under the Facility Agreement and the other Finance Documents which correspond to that portion of the Existing Lender's Commitments and participations in Utilisations under the Facility Agreement as specified in the Schedule. (c) The Existing Lender delegates to the New Lender all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and participations in Utilisations under the Facility Agreement specified in the Schedule and is hereby released from all such obligations. (d) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (c) above. 3. The proposed Transfer Date is [ ]. 4. On the Transfer Date the New Lender becomes: (a) Party to the Finance Documents as a Lender; and (b) Party to [other relevant agreements in other relevant capacity such as Plateau Intercreditor Agreement]. 5. The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 29.4 (Limitation of responsibility of Existing Lenders). 6. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 36.2 (Addresses) are set out in the Schedule. 7. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement. 8. This Assignment Agreement is governed by South African law. 9. This Assignment Agreement has been executed on the date stated at the beginning of this Assignment Agreement. [insert relevant details] [Facility office address, fax number and attention details for notices and account details for payments] [Existing Lender] [New Lender] By: By: This Assignment Agreement is accepted by the Senior Agent and the Transfer Date is confirmed as [ ]. [Signature of this Assignment Agreement by the Senior Agent constitutes confirmation by the Senior Agent of receipt of notice of the cession and assignment referred to herein, which notice the Senior Agent receives on behalf of each Finance Party.] [Senior Agent] By: To: [ ] as Senior Agent From: [Borrower] Dated: Dear Sirs 1. We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. 2. We confirm that: [Insert details of covenants to be certified]. 3. [We confirm that you may no Default is continuing.]* Signed ………………… …………………… Director Director of of [disburse the Loan through Borrower] [LAWYERSBorrower] and] deduct from the Loan (although the amount [insert applicable certification language]** ...................................... for and on behalf of [name of Auditors of the Loan will remain Borrower]*** * If this statement cannot be made, the amount requested above): (a) certificate should identify any Default that is continuing and the outstanding balance of steps, if any, being taken to remedy it. ** To be agreed with the arrangement fee being £[ ]; (b) any commitment fee due Parent's Auditors and payable at the Utilisation Date; (c) [ ] fees; (d) Lenders prior to signing the Agreement. *** Only applicable if the Compliance Certificate accompanies the audited financial statements and is to be signed by the Auditors. To be agreed with the Borrower's auditor's prior to signing the Agreement. To: Re: The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]Agreement

Other documents and evidence. (a) A funds flow statement (the Funds Flow Statement) setting out the funding and application of funds in relation to the transactions contemplated in this AgreementThe Supplemental Fee Letter. (b) Evidence that any the process agent referred to specified in Clause ‎43.2 clause 41.2 (Service of process), if not an Original Obligor, has accepted its appointmentappointment in relation to the Acceding Guarantors. (c) Evidence If available, the latest audited financial statements of the payment of all outstanding arrangement fees and outstanding fees of lawyers and the Valuer (as evidenced by the Funds Flow Statement and/or the Utilisation Request)each Acceding Guarantor. (d) Evidence A copy of the acquisition documents relating to the Project Shine Acquisition evidencing that any other fees, and the costs and expenses then due from the Borrower pursuant to Clause ‎12 (Fees) and Clause ‎17 (Costs and expenses) have been paid or will be paid by the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)acquisition has occurred. (e) Evidence of the funding of Special Reserves required to be funded at Closing under Clause 5.3 (Special Reserves) (as evidenced by the Funds Flow Statement and/or the Utilisation Request)An updated Disclosure Letter. (f) Evidence that the Deferred Maintenance Documentation and Environmental Conditions Reserve has been funded or will be funded on the Utilisation Date to the extent required other evidence as is reasonably requested by the Agent (acting or the Lenders in order for the Agent and the Lenders to carry out and be satisfied with the results of all necessary “know you customer” or other checks on each Obligor pursuant to the instructions of the Original Lenders acting reasonably) (as evidenced transactions contemplated by the Funds Flow Statement and/or the Utilisation Request)Supplemental Finance Documents. (g) Evidence that In relation to the Hedging Reserve has been funded or will be funded on Parent, the Utilisation Date (as evidenced by audited consolidated financial statements of the Funds Flow Statement and/or Group for the Utilisation Request)financial year ended 2012 and, in relation to each Obligor other than the Parent, the audited Financial Statements for its financial year ended 31 December 2012. (h) Evidence that the Radon Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request)An updated Group Structure Chart. (i) Evidence that the Above-Ground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (j) Evidence that the Underground Storage Tank Reserve has been funded or will be funded on the Utilisation Date (as evidenced by the Funds Flow Statement and/or the Utilisation Request). (k) The Dormant Subsidiaries List and a certificate signed by an authorised signatory of the Borrower confirming that each member of the Group which is a Dormant Subsidiary as at the Closing Date is included in the Dormant Subsidiaries List. (l) A copy of the Umbrella Agreement. (m) A copy of each of the agreements evidencing any intra-Group debt or Subordinated Debt. (n) Evidence that all guarantees and Security granted in connection with the Subordinated Debt has been or will be released at Closing. (o) The US Facility Agreement duly executed by all parties to it. 1. An Accession Deed executed by the Additional Obligor and the Borrower. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (b) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Borrower to act as its agent in connection with the Finance Documents 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If required by law or to the extent customary for the issue of the legal opinions referred to in paragraph 10 below in the relevant jurisdiction, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part C of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Parent accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter by, this Agreement or for the validity and enforceability of any Finance Documentthis Agreement. 9. If available(j) Evidence that all fees, costs and expenses then due and payable from the latest audited financial statements of Parent under this Agreement have been paid or will be paid on or before the Additional ObligorRestatement Date. 101. The following legal opinionsA confirmatory security agreement between, each addressed to the Agentamong others, Innospec Limited and the Security Agent and the Lenders: (a) A legal opinion in respect of the legal advisers to the Lenders in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 20.26 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Lenders in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 11. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor. 12. Any security documents which are required by the Agent to be executed by the proposed Additional Guarantor in accordance with the Agreed Security Principles. 13. Any notices or documents required to be given or executed under the terms of those security documents. 14. If the Additional Guarantor is incorporated in England and Wales, Scotland or Northern Ireland, evidence (to the extent applicable) that the Additional Guarantor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents. 15. If the Additional Guarantor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Lenders may reasonably require, that such Additional Guarantor has complied with any law in its jurisdiction relating to financial assistance or analogous process. Name of Additional Guarantor Date by which must become Additional Guarantor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Guarantor to protect or perfect or give priority to Transaction Security and date by which action is to be completed [insert name] [Closing Date] [insert description] [Closing Date] Savills ▇▇▇▇▇▇ ▇▇▇▇▇ Colliers International ▇▇▇▇▇▇▇ & Wakefield ▇▇▇▇▇ ▇▇▇▇ LaSalle DTZ CBRE JLL From: GA HC REIT CH UK Senior Housing Portfolio Limited To: [Agent] Dated: Dear Sirs 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Requestdebenture dated 14 December 2011. 2. We wish to borrow a Loan on A confirmatory security agreement between Innospec (Plant) Limited and the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, Security Agent in respect of the next Business Day) Amount: [ ] or, if less, the Available FacilityEnglish law governed key property debenture dated 14 December 2011. 3. We confirm that each condition specified A confirmatory security agreement between Innospec Inc. and the Security Agent in Clause 5.2‎ (Further conditions precedent) is satisfied on respect of the date of this Utilisation RequestEnglish law governed share security agreement dated 14 December 2011. 4. The proceeds A confirmatory security agreement between Innospec Inc. and the Security Agent in respect of this Loan should be credited the Swiss law governed share pledge agreement relating to [account]the pledge over the shares in Innospec GmbH dated 14 December 2011. 5. The purpose A confirmatory security agreement between Innospec GmbH and the Security Agent in respect of the Loan is [ ]Swiss law governed share pledge agreement relating to the pledge over the shares in Alcor Chemie Vertriebs GmbH dated 14 December 2011. 6. [We confirm that you may [disburse the Loan through [LAWYERS] and] deduct from the Loan (although the amount of the Loan will remain the amount requested above): (a) the outstanding balance of the arrangement fee being £[ ]; (b) any commitment fee due and payable at the Utilisation Date; (c) [ ] fees; (d) The fees of the Valuer and [ ]; (e) Land Registry fees; and (f) Stamp duty land tax.]