Reaffirmation, Joinder and Second Amendment to Master Credit Facility Agreement (Seniors Housing) dated as of December 15, 2023, by and between JLL Real Estate Capital, LLC, Fannie Mae and the Company's subsidiaries named as borrowers therein

This REAFFIRMATION AND SECOND AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of December 15, 2023, by and among (i) the entities identified as Borrower set forth on Schedule I attached hereto (individually and collectively, “Borrower”); (ii) JLL Real Estate Capital, LLC, a Delaware limited liability company (as successor-in-interest to Jones Lang LaSalle Multifamily, LLC, a Delaware limited liability company) (“Lender”); (iii) Fannie Mae, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”), and (iv) joined into by (a) the entities identified as Affiliated Master Lessee on the Summary of Master Terms as Affiliated Master Lessees pursuant to the Joinder attached hereto, and (b) the entities identified as Affiliated Property Manager on the Summary of Master Terms as Affiliated Property Managers pursuant to the Joinder attached hereto.

A.Borrower and Lender are parties to or have joined into that certain Master Credit Facility Agreement dated as of August 31, 2017, as amended by that certain Amendment No. 1 to Master Credit Facility Agreement, dated as of November 1, 2018 (as amended by this Amendment, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”).

B.All of Lender’s right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to that certain Assignment of Master Credit Facility Agreement and Other Loan Documents, dated as of August 31, 2017, and by that certain Assignment of Reaffirmation and Second Amendment to Master Credit Facility Agreement and Other Loan Documents, dated as of the date hereof (the “Assignment”). Fannie Mae has not assumed (i) any of the obligations of Lender (once an agreement is made for Lender to make a Future Advance) under the Master Agreement to make Future Advances or (ii) any of the obligations of Lender which are servicing obligations delegated to Lender as servicer of the Advances. Fannie Mae has designated Lender as the servicer of the Advances contemplated by the Master Agreement.

C.Borrower has requested that Lender make a Future Advance pursuant to the Master Agreement (the “Refinance Advance”) to refinance the payoff of that certain Renewed, Amended and Restated Multifamily Note, in the sum of $292,500,000 (the “Payoff Note”).

D.The parties are executing this Amendment pursuant to the Master Agreement to reflect the repayment of the Payoff Note and to reflect the making of the Refinance Advance by Lender in the amount of $179,541,000.

NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:

Section1.    Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

Section 2.    Future Advance. In connection with this Amendment, Lender is making the Refinance Advance to Borrower, and Borrower is repaying the Payoff Note.

Section 3.    Borrow Up Advances. Section 2.02(c)(2)(B) (Advances, Making Advances, Future Advances) is herewith deleted and restated in its entirety as follows:

“(B)Any Future Advance shall be made in connection with the Addition of Additional Mortgaged Properties; provided, however, Borrower may request that a Future Advance made pursuant to Section 2.02(c)(2)(A) (Future Advances) above be made without the Addition of Additional Mortgaged Property based on compliance with the terms of the Future Advance Schedule and the Underwriting and Servicing Requirements subject to the terms of this Section 2.02(c)(2) (Future Advances) and Section 2.02(b) (Limitations on Executions). Such Future Advance shall be made during the period beginning on the First Anniversary and ending on December 31, 2024, but not more than once per year.”

Section 4.    Summary of Master Terms. Schedule 2(I) to the Master Agreement (Summary of Master Terms, General Party and Multifamily Project Information) is hereby deleted in its entirety, and replaced with Schedule 2(I) attached hereto.

Section 5.    Schedule of Advance Terms. Schedule 3 to the Master Agreement is hereby supplemented with Schedule 3.5 attached hereto, and deleting Schedule 3.2.

Section 6.    Prepayment Premium Schedule. Schedule 4 to the Master Agreement is hereby supplemented with Schedule 4.5 attached hereto, and deleting Schedule 4.2.

Section 7.    Ownership Interests Schedule. Schedule 13 to the Master Agreement is hereby deleted in its entirety and replaced with Schedule 13 attached hereto.

Section 8.    Exceptions to Representations and Warranties. Schedule 16 to the Master Agreement is hereby supplemented with Schedule 16.1 attached hereto.

Section 9.    Kansas No Oral Agreements Certificate. Schedule 26 to the Master Agreement is hereby supplemented with Schedule 26.1 attached hereto.

Section 10.    Capitalized Terms. All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.

Section 11.    Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

Section 12.    Counterparts. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

Section 13.    Applicable Law. The provisions of Section 15.01 of the Master Agreement (Choice of Law; Consent to Jurisdiction) and Section 15.02 (Waiver of Jury Trial) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

Section 14.    Authorization. Borrower represents and warrants that Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Master Agreement, as amended hereby.

Section 15.    Compliance with Loan Documents. The representations and warranties set forth in the Loan Documents executed or assumed by Borrower, as amended hereby, are true and correct with the same effect as if such representations and warranties had been made on the date hereof, except for such changes as are specifically permitted under the Loan Documents. In addition, Borrower has complied with and is in compliance with all of its covenants set forth in the Loan Documents, as amended hereby.

Section 16.    No Event of Default. Borrower represents and warrants that, as of the date hereof, no Event of Default under the Loan Documents executed or assumed by Borrower, as amended hereby, or event or condition which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing.

Section 17.    Costs. Borrower agrees to pay all fees and costs (including attorneys’ fees) incurred by Fannie Mae and Lender in connection with this Amendment.

Section 18.    Continuing Force and Effect of Loan Documents. Except as specifically modified or amended by the terms of this Amendment, all other terms and provisions of the Master Agreement and the other Loan Documents are incorporated by reference herein and in all respects shall continue in full force and effect. Each Borrower, by execution of this Amendment, hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditions that are contained in the Master Agreement and the other Loan Documents executed or assumed by it, including Section 15.01 of the Master Agreement (Choice of Law; Consent to Jurisdiction), Section 15.02 (Waiver of Jury Trial), Section 15.05 (Counterparts), Section 15.08 (Severability; Entire Agreement; Amendments) and Section 15.09 (Construction) of the Master Agreement.

IN WITNESS WHEREOF, the parties hereto have signed and delivered this Amendment under seal (where applicable) or have caused this Amendment to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where Applicable Law so provides, the parties hereto intend that this Amendment shall be deemed to be signed and delivered as a sealed instrument.

BORROWER:

each a Delaware limited partnership

By: FIT REN Holdings GP Inc., their general partner

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

a Delaware corporation

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

ARC SCOTTSDALE, LLC,

ARC SWEET LIFE SHAWNEE, LLC,

ARCLP-CHARLOTTE, LLC,

ARC WILORA ASSISTED LIVING, LLC,

each a Tennessee limited liability company

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

ARC WESTLAKE VILLAGE, INC.,

a Tennessee corporation

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

FANNIE MAE:

Each Affiliated Property Operator hereby joins into this Amendment, the Master Agreement and the other Loan Documents, as if it were otherwise an original party hereunder and thereunder. Each Affiliated Property Operator hereby ratifies and agrees to be bound by all of the covenants, terms, conditions, and provisions contained in the Loan Documents as they relate to such Affiliated Property Operator, including each covenant, term, condition and provision set forth in Article 4, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11, Article 12, Article 13, and Article 15, and Section 14.02(d) and Section 14.03(c). Each Affiliated Property Operator hereby acknowledges, agrees and confirms that, by its signature below, such Affiliated Property Operator will be deemed to be a party to this Amendment and the Master Agreement as an “Affiliated Property Operator,” and either a “Manager” or an “Operator”, as applicable, for all purposes under the Loan Documents, and shall have assumed all of the obligations of “Affiliated Property Operator” and “Manager” or “Operator,” as applicable, thereunder as if it had executed each of the Loan Documents. No Affiliated Property Operator shall have any obligations with respect to the provisions of Article 2 (payment) or the provisions of Article 3 (recourse) of the Master Agreement.

AFFILIATED PROPERTY OPERATORS:

BLC NOHL RANCH, LLC

BLC INN AT THE PARK, LLC

BROOKDALE SENIOR LIVING COMMUNITIES, INC.

BROOKDALE MANAGEMENT-II, LLC

SH ITHACA OPERATOR, INC.

SH NIAGARA OPERATOR, INC.

ARC WESTLAKE VILLAGE SNF, LLC

BLC-CLUB HILL, LLC

ARC MANAGEMENT, LLC

ALTERNATIVE LIVING SERVICES-NEW YORK, INC.

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

By:    /s/ George T. Hicks

Name: George T. Hicks

Title: Executive Vice President and Treasurer

BLC GABLES-MONROVIA, L.P.

By: BLC Gables-Monrovia, Inc., its general partner

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

BLC OCEAN HOUSE, L.P.

By: BLC Ocean House, Inc., its general partner

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

BLC OAK TREE VILLA, L.P.

By: BLC Oak Tree Villa, Inc., its general partner

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

BLC LODGE AT PAULIIN, L.P.,

By: BLC Lodge at Paulin, Inc., its general partner

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

BLC PACIFIC INN, L.P.

By: BLC Pacific Inn, Inc., its general partner

By:    /s/ George T. Hicks

Name:    George T. Hicks

Title:    Executive Vice President and Treasurer

CLINTON STERLING COTTAGE OPERATOR, INC.

ITHACA STERLING COTTAGE OPERATOR, INC.

NIAGARA STERLING COTTAGE OPERATOR, INC.

By:    /s/ Colleen Endsley

Name:    Colleen Endsley

Title:    President

Borrower hereby acknowledges and agrees that the Schedules and Exhibits referenced above are hereby incorporated fully into this Master Agreement by this reference and each constitutes a substantive part of this Master Agreement.

All capitalized terms used but not defined in this Prepayment Premium Schedule shall have the meanings assigned to them in this Master Agreement.

Any Prepayment Premium payable under Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of this Master Agreement shall be computed as follows:

(a)    If the prepayment is made at any time after the Effective Date and before the Yield Maintenance Period End Date, the Prepayment Premium shall be the greater of:

(1)    one percent (1%) of the amount of principal being prepaid; or

(2)    the product obtained by multiplying:

(A)    the amount of principal being prepaid,

(B)    the difference obtained by subtracting from the Fixed Rate on the Advance, the Yield Rate (as defined below) on the twenty-fifth Business Day preceding (i) the Intended Prepayment Date, or (ii) the date Lender accelerates the Advance or otherwise accepts a prepayment pursuant to Section 2.06 (Application of Collateral) of this Master Agreement,

(C)    the present value factor calculated using the following formula:

1 - (1 + r)-n/12

r

[r =    Yield Rate

n =    the number of months remaining between (i) either of the following: (x) in the case of a voluntary prepayment, the last day of the month in which the prepayment is made, or (y) in any other case, the date on which Lender accelerates the unpaid principal balance of the Advance and (ii) the Yield Maintenance Period End Date.

For purposes of this clause (2), the “Yield Rate” means the yield calculated by interpolating the yields for the immediately shorter and longer term U.S. “Treasury constant maturities” (as reported in the Federal Reserve Statistical Release H.15 Selected Interest Rates (the “Fed Release”) under the heading “U.S. government securities”) closest to the remaining term of the Yield Maintenance Period Term, as follows (rounded to three (3) decimal places):

For purposes of this clause (2), if the Yield Rate is calculated to be zero, the number 0.00001 shall be deemed to be the Yield Rate.

Notwithstanding any provision to the contrary, if “z” equals a term reported under the U.S. “Treasury constant maturities” subheading in the Fed Release, the yield for such term shall be used, and interpolation shall not be necessary. If publication of the Fed Release is discontinued by the Federal Reserve Board, Lender shall determine the Yield Rate from another source selected by Lender. Any determination of the Yield Rate by Lender will be binding absent manifest error.]

(b)    If the prepayment is made on or after the Yield Maintenance Period End Date but before the last calendar day of the fourth month prior to the month in which the Maturity Date occurs, the Prepayment Premium shall be one percent (1%) of the amount of principal being prepaid.

(c)    Notwithstanding the provisions of Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of this Master Agreement, no Prepayment Premium shall be payable with respect to any prepayment made on or after the last calendar day of the fourth month prior to the month in which the Maturity Date occurs.

This Certificate is attached to, and made an integral part of, the Master Agreement, pursuant to K.S.A. Sections 16‑117 and 16‑118, as follows:

The Master Agreement and all other Loan Documents collectively constitute the written credit agreement which is the final expression of the credit agreement between Borrower and Lender.

The Master Agreement and all other Loan Documents may not be contradicted by evidence of any prior oral credit agreement or of a contemporaneous oral credit agreement between Borrower and Lender.

The following space (which Borrower and Lender agree is sufficient space) is provided for the placement of nonstandard terms, if any:

Borrower and Lender affirm that there is no unwritten oral credit agreement between Borrower and Lender with respect to the subject matter of the Master Agreement and all other Loan Documents.

Borrower’s Initials: /s/ GTH Lender’s Initials: /s/ adb