Second Amendment to Master Credit Facility, dated October 26, 2017, by among the borrowers party thereto and Capital One Multifamily Finance, LLC

This SECOND AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of October 26, 2017 (“Effective Date”), by and among (i) the entities identified as Borrower set forth on Schedule I attached hereto (individually and collectively, “Borrower”); (ii) CAPITAL ONE MULTIFAMILY FINANCE, LLC, a Delaware limited liability company (“Lender”); and (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”).

A.    Borrower and Lender are parties to or joined in that certain Master Credit Facility Agreement dated as of October 31, 2016 (as 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 October 31, 2016 (the “Assignment”). Fannie Mae has not assumed (i) any of the obligations of Lender to make Future Advances (once an agreement is made for Lender to make a Future Advance) under the Master Agreement 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 and that the Mortgaged Properties commonly known as (i) Sunnybrook of Burlington located in Burlington, Iowa, (ii) Renaissance on Peachtree located in Atlanta, Georgia, and (iii) Prairie Hills at Des Moines located in Des Moines, Iowa (individually and collectively, the “Additional Mortgaged Property”) be added to the Collateral Pool.

D.    The parties are executing this Amendment pursuant to the Master Agreement to reflect (i) the making of a Future Advance by Lender in the amount of $69,022,000 pursuant to Section 2.02(c)(2)(B) (Making Advances) of the Master Agreement (the “Future Advance”); (ii) the addition of the Additional Mortgaged Property to the Collateral Pool; and (iii) the modification of certain terms and provisions of the Master Agreement, all as more particularly set forth herein.

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:

Section 1.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 a Future Advance to Borrower in the amount of $69,022,000.

Section 3.Addition of Mortgaged Property. The Additional Mortgaged Property is hereby added to the Collateral Pool under the Master Agreement.

Section 4.Summary of Master Terms. Section I of Schedule 2 to the Master Agreement is hereby deleted in its entirety and replaced with Section I of Schedule 2 attached hereto.

Section 5.Schedule of Advance Terms. The Schedule of Advance Terms to the Master Agreement is hereby supplemented with Schedule 3.3 attached hereto.

Section 6.Prepayment Premium Schedule. The Prepayment Premium Schedule to the Master Agreement is hereby supplemented with Schedule 4.3 attached hereto.

Section 7.Required Replacement Schedule. Schedule 5 to the Master Agreement is hereby supplemented with Schedule 5.1 attached hereto.

Section 8.Required Repair Schedule. Schedule 6 to the Master Agreement is hereby supplemented with Schedule 6.2 attached hereto.

Section 9.Ownership Interest Schedule. Schedule 13 to the Master Agreement is hereby deleted in its entirety and replaced with Schedule 13 attached hereto.

Section 10.Exceptions to Representations and Warranties. Schedule 16 of the Master Agreement is hereby supplemented with Schedule 16.2 attached hereto.

Section 11.Condominium Provisions – Prairie Hills at Des Moines.

(a)    The Additional Mortgaged Property commonly known as Prairie Hills at Des Moines is subject to a condo regime as established by that certain Declaration of Submission of Property to Horizontal Property Regime dated November 23, 2009, as recorded December 29, 2009 in the official records of Polk County, Iowa.

(b)    Section 6.01(d) of the Master Agreement is hereby deleted in its entirety and replaced with the following:

Borrower is the sole owner or ground lessee of the Mortgaged Property. If any Mortgaged Property is a condominium, a legal, valid, and binding declaration

establishing such condominium is in full force and effect, and Borrower has good, valid, marketable, and indefeasible title in fee to each and every condominium unit and its appurtenant undivided interest in the applicable common elements related to each condominium unit subject to such declaration and the condominium units and their appurtenant interests created by the declaration in the aggregate comprise the entire integrated structure of which each such unit is a part.

(b)    The Master Agreement is hereby amended by adding Schedule 19 attached hereto.

Section 12.Exhibit A. Exhibit A to the Master Agreement and the Environmental Indemnity Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

Section 13.Confirmation of Certain Other Matters. Without limiting the generality of the foregoing, Section 19 (Advance Terms) to the $53,439,000 Variable Note executed and delivered by Borrower to Lender on March 30, 2017 (the “March 2017 Note”) contained a scrivener’s error in which such Section 19 incorporated the provisions of Schedule 3.1 and Schedule 4.1 of the Master Agreement by reference, instead of incorporating the provisions of Schedule 3.2 and Schedule 4.2 of the Master Agreement by reference. Accordingly, it is hereby acknowledged and agreed that the references to “Schedule 3.1” and “Schedule 4.1” set forth in Section 19 of the March 2017 Note shall be deemed to mean Schedule 3.2 and Schedule 4.2 of the Master Agreement, respectively.

Section 14.Security Instruments. Section 4 of Exhibit B-1 to each of the Security Instruments executed by certain of the Borrowers in connection with the October 31, 2016 Initial Advance (as amended and assigned from time to time, the “October 2016 Security Instrument”) incorrectly referenced that Section 11 of each such Security Instrument was being amended and restated, when the correct reference should have been to Section 12 of the Security Instrument. Accordingly, the references to Section 11 set forth in Section 4 of Exhibit B-1 to each of the October 2016 Security Instruments are hereby deemed to mean Section 12.

Section 15.Section 11.03(h) (Permitted Transfers) of the Master Agreement. Subsection (2) of Section 11.03(h) (Additional Permitted Transfers) of the Master Agreement is hereby deleted in its entirety and replaced with the following:

Upon satisfaction of the terms and conditions of Section 2.02(c) (Making Advances) and Section 2.10(c) (Right to Add Additional Mortgaged Properties As Collateral) of the Master Agreement in connection with the making of a Future Advance in connection with the addition of an Additional Mortgaged Property pursuant to Section 2.02(c) (Making Advances) of the Master Agreement, Shell Borrower is permitted to (i) acquire, hold, own, lease, and manage a Multifamily Residential Property (either in fee simple or as tenant under a ground lease meeting all of the Underwriting and Servicing Requirements) so long as such Shell Borrower adds such Mortgaged Property to the Collateral Pool as an Additional Mortgaged Property, and (ii) merge with the entity that owned the Additional Mortgaged

Property immediately prior to Shell Borrower (“Prior Owner”), so long as such Prior Owner is a Borrower Affiliate and Shell Borrower is the surviving entity following the completion of the merger.

Section 16.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, as amended hereby.

Section 17.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 18.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 19.Applicable Law. The provisions of Section 15.01 of the Master Agreement (entitled 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 20.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 21.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 and except for the exceptions to representations and warranties set forth on Schedule 16.2 attached hereto. 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 22.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 23.Costs. Borrower agrees to pay all fees and costs (including attorneys’ fees) incurred by Fannie Mae and Lender in connection with this Amendment.

Section 24.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 (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, except that Additional Borrower does not reaffirm, assume or bind itself to any liability as maker or borrower with respect to the Indebtedness evidenced by the Initial Note or any renewal of the Initial Note.

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:

ARHC ALJUPFL01, LLC,

ARHC SBBURIA01, LLC (f/k/a ARHC CO Borrower 1, LLC)

ARHC PHDESIA01, LLC (f/k/a ARHC CO Borrower 2, LLC)

ARHC RPATLGA01, LLC (f/k/a ARHC CO Borrower 3, LLC)

ARHC CO BORROWER 15, LLC,

each a Delaware limited liability company

By:    /s/ Jesse Galloway (SEAL)

Name:    Jesse Galloway

Title:    Authorized Signatory

LENDER:

CAPITAL ONE MULTIFAMILY FINANCE, LLC,

a Delaware limited liability company

By:    /s/ Anita S. Clarke (SEAL)

Name:    Anita S. Clarke

Title:    Senior Vice President

By:    /s/ Michael W. Dick (SEAL)

Name:    Michael W. Dick

Title:    Assistant Vice President

ARHC ALSTUFL01, LLC, a Delaware limited liability company

ARHC ALJUPFL01, LLC, a Delaware limited liability company

ARHC SBBURIA01, LLC, a Delaware limited liability company (f/k/a ARHC CO Borrower 1, LLC, a Delaware limited liability company)

ARHC PHDESIA01, LLC, a Delaware limited liability company (f/k/a ARHC CO Borrower 2, LLC, a Delaware limited liability company)

ARHC RPATLGA01, LLC, a Delaware limited liability company (f/k/a ARHC CO Borrower 3, LLC, a Delaware limited liability company)

ARHC CO Borrower 4, LLC, a Delaware limited liability company

ARHC CO Borrower 5, LLC, a Delaware limited liability company

ARHC CO Borrower 6, LLC, a Delaware limited liability company

ARHC CO Borrower 7, LLC, a Delaware limited liability company

ARHC CO Borrower 8, LLC, a Delaware limited liability company

ARHC CO Borrower 9, LLC, a Delaware limited liability company

ARHC CO Borrower 10, LLC, a Delaware limited liability company

ARHC CO Borrower 11, LLC, a Delaware limited liability company

ARHC CO Borrower 12, LLC, a Delaware limited liability company

ARHC CO Borrower 13, LLC, a Delaware limited liability company

ARHC CO Borrower 14, LLC, a Delaware limited liability company

ARHC CO Borrower 15, LLC, a Delaware limited liability company

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

(a)    Any Prepayment Premium payable under Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of the Master Agreement shall be equal to the following percentage of the amount of principal being prepaid at the time of such prepayment, acceleration or application:

(b)    Notwithstanding the provisions of Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of the Master Agreement or anything to the contrary in this Prepayment Premium Schedule, no Prepayment Premium shall be payable with respect to any prepayment made on or after the last calendar day of the fourth (4th) month prior to the month in which the Maturity Date occurs.

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Item:

Item:

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Borrower Initials

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Section 4.01(j) (No Actions or Litigation). Jacquicia Brown v. Allegro Senior Living. On August 16, 2017, the petitioner, a former employee of Allegro at Stuart, filed an Employment Complaint of Discrimination with the Florida Commission on Human Relations, alleging race and color discrimination, wrongful termination and retaliation. Neither Borrower nor Affiliated Property Operator are named in the complaint. Love Management Company, LLC, the Manager of Allegro at Stuart, has engaged counsel and is actively defending the matter.

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The foregoing Master Agreement is hereby modified as follows:

1.Capitalized terms used and not specifically defined herein have the meanings given to such terms in the Master Agreement.

2.The Definitions Schedule is hereby amended by adding the following new definitions in the appropriate alphabetical order:

“Condominium” has the meaning set forth in the Security Instrument securing the Mortgaged Property commonly known as Prairie Hills at Des Moines (the “Prairie Hills Security Instrument”).

“Condominium Act” has the meaning set forth in the Prairie Hills Security Instrument.

“Condominium Documents” has the meaning set forth in the Prairie Hills Security Instrument.

3.Section 14.01(a) (Events of Default – Automatic Events of Default) of the Master Agreement is hereby amended by adding the following provision to the end thereof:

(22)    Borrower (A) terminates or revokes or attempts to terminate or revoke the appointment of Lender as Borrower’s proxy or attorney-in-fact either permanently or as to any election in the Condominium Act or Condominium Documents, or (B) modifies or attempts to modify the terms of the Condominium Documents without the prior written consent of Lender.

4.Section 14.03(c) (Appointment of Lender as Attorney-in-Fact) of the Master Agreement is hereby amended by adding the following provision to the end thereof:

(15)    perform all of the obligations and exercise all of the rights and powers of Borrower under the Condominium Documents.

5.The following article is hereby added to the Master Agreement as Article 16 (Condominium Provisions):

The representations and warranties made by Borrower to Lender in this Section 16.01 (Condominium Provisions – Representations and Warranties) are made as of the Effective Date of the Addition of the Mortgaged Property commonly known as Prairie Hills at Des Moines to the Collateral Pool and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.

(a)    The Mortgaged Property commonly known as Prairie Hills at Des Moines is a Condominium and constitutes all of the condominium units and all of the common elements comprising the Condominium as set forth in the Condominium Documents.

(b)    None of the condominium units and no portion of the common elements comprising the Condominium have been sold, conveyed or encumbered or are subject to any agreement to sell, convey or encumber.

Notwithstanding Borrower’s payment of annual assessments or special assessments levied under the terms of the Condominium Documents to provide any repairs to or maintenance of any of the common elements, Borrower shall deposit any Initial Replacement Reserve Deposit, Repairs Deposit and Monthly Replacement Reserve Deposit required pursuant to the terms of this Master Agreement.

Borrower shall maintain insurance in accordance with Lender’s guidelines on all of the Mortgaged Property commonly known as Prairie Hills at Des Moines, including any common areas.

Borrower agrees to indemnify and hold Lender harmless from and against any and all losses, costs, liabilities, or damages (including reasonable attorneys’ fees and disbursements) arising out of (1) the failure of Borrower to comply with any state or local law, ordinance, statute, rule, or regulation by any Governmental Authority covering the Condominium, (2) any claim of any unit owner or tenant of any unit owner as a result of any violation, breach, misrepresentation, fraud, act, or omission of any obligation of Borrower as set forth in the Condominium Documents, or (3) the performance by Lender of any of the rights and powers of Borrower under the Condominium Documents, provided that Borrower shall have no indemnity obligation if such losses, costs, liabilities, or damages arise as a result of the willful misconduct or gross negligence of Lender, Lender’s agents, employees or representatives as determined by a court of competent jurisdiction pursuant to a final non-appealable court order.

Borrower acknowledges and consents to the exercise by Lender of the power of attorney and proxy granted by Borrower to Lender with respect to rights of Borrower in connection with the Condominium.

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