MODIFICATION AGREEMENT

THIS MODIFICATION AGREEMENT (this "Agreement") is made as of October 1, 2014, by and among HEARTH & CARE OF GREENFIELD, LLC, an Ohio limited liability company (hereinafter called "Borrower"); RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company, successor by merger to Red Mortgage Capital, Inc., an Ohio corporation (hereinafter called "Lender"); and the SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Federal Housing Commissioner (hereinafter called the "Secretary").

A.Borrower is the owner of a nursing home project located in Greenfield, Ohio, commonly known as Hearth & Care of Greenfield, FHA Project No. 046-22026 (the "Project"), on that real property described in Exhibit A, attached hereto and made a part hereof.

B.Borrower has financed the Project with a mortgage loan (the "Mortgage Loan") in the original principal amount of $2,524,800.00, made to Borrower by Lender.

C. The Mortgage Loan is insured by the Secretary under Section 232, pursuant to Section 223(:1), of the National Housing Act, as amended. The Project is identified in the records of the Secretary as Hearth & Care of Greenfield, FHA Project No. 046-22026.

D.    The Mortgage Loan is evidenced by a Mortgage Note dated as of July 29, 2008, in the principal amount of $2,524,800.00, executed by Borrower in favor of Lender (the "Note") and is secured, inter alia by (i) a Mortgage Deed, dated as of July 29, 2008, executed by Borrower in favor of Lender (the "Mortgage"), which Mortgage was recorded on July 25, 2008, with the land records office of Highland County, Ohio (the "Recorder") at Bk. 711, Pg. 428; (ii) a Security Agreement dated as of July 29, 2008, executed by Borrower in favor of Lender (the "Security Agreement"); and (iii) certain UCC Financing Statements (the "UCC Financing Statements") naming the Borrower as debtor and Lender and the Secretary as secured parties, and filed or recorded, as applicable, (a) on July 25, 2008 in the applicable State of Ohio UCC financing statement records at OH00128490606, and (b) on July 25, 2008 with the Recorder at UCC No. 200800000066.

E.    In connection with the Mortgage Loan, Borrower and the Secretary entered into a certain Regulatory Agreement dated as of July 29, 2008, (the "Regulatory Agreement"), which Regulatory Agreement was recorded on July 25, 2008, with the Recorder at Bk. 711, Pg. 436.

F.    The Note, Mortgage, Security Agreement, UCC Financing Statements, Regulatory Agreement, and all other documents executed by Borrower in connection with the Mortgage Loan are hereinafter referred to as the "Loan Documents."

G.    Pursuant to a Modification of Mortgage Note executed by Borrower and Lender and approved by the Secretary, as of even date herewith (the "Modification of Note"), and as provided herein, the parties have agreed to modify the terms of the Note (i) to reduce the rate of interest therein provided from 6.50% per annum to 4.20% per annum, effective as of November 1, 2014; (ii) as a result of such reduction in interest rate, to revise the amount of the monthly installments of interest and principal payable on and after December 1, 2014, so as to reamortize in full the Mortgage Loan over the remaining term thereof; and (iii) to modify the prepayment provisions of the Mortgage Loan.

H.    Borrower and Lender now desire to amend the Mortgage, the Regulatory Agreement, and other Loan Documents to conform the terms thereof to the Note, as amended by the Modification of Note, and to amend the Loan Documents in certain other respects as hereinafter described.

NOW, THEREFORE, for and in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, and in further consideration of the agreements, covenants and stipulations hereinafter set forth, the parties for themselves and for their respective successors and assigns, do hereby agree and covenant as follows:

(A)All references to the rate of interest of the Mortgage Loan, Note, and/or Mortgage which are contained in the Mortgage, Security Agreement, Regulatory Agreement, or any other Loan Document are changed from Six and one-half per centum (6.50%) per annum to: Six and one-half per centum (6.50%) per annum through and including October 31, 2014, and Four and 20/l00ths per centum (4.20%) per annum from and after November 1, 2014.

(B)The Mortgage, Security Agreement, Regulatory Agreement, and other Loan Documents are each hereby amended so that (a) all references to the "Note" or "note" contained in any of said documents shall be deemed to refer to the Note as modified by the Modification of Note, (b) any reference to the "Mortgage" or "mortgage" contained in any of said documents shall be deemed to refer to the Mortgage, as modified by this Agreement, (c) all references to the "Security Agreement" or "security agreement" contained in any of said documents shall be deemed to refer to the Security Agreement as modified by this Agreement, and (d) all references to the "Regulatory Agreement" or "regulatory agreement" contained in any of said documents shall be deemed to refer to the Regulatory Agreement as modified by this Agreement.

Nothing in this Agreement shall waive, compromise, impair or prejudice any right the Secretary or Lender may have to seek judicial recourse for any breach of the Regulatory Agreement that may have occurred prior to or that may occur subsequent to the date of this Agreement. In the event that the Secretary or Lender initiates an action for breach of the Regulatory Agreement and recovers funds, either on behalf of the Secretary or Lender, or on behalf of the Project or Borrower, those funds may be applied, at the discretion of the Secretary, to the payment of the delinquent amount due under the Mortgage or as a partial prepayment of the Mortgage Loan.

(A)Nothing herein contained shall in any manner impair the Note or the security now held for said indebtedness; nor alter, waive, annul, vary, or affect any provision, condition, or covenant of the Note, Mortgage, or Regulatory Agreement, except as specifically modified and amended herein and in the Modification of Note; nor affect or impair any rights, powers, or remedies under the Note, Mortgage, or other Loan Documents, as amended by this Agreement and the Modification of Note, nor create a novation or new agreement by and between the parties thereto, it being the intent of the parties hereto that the terms and provisions of the Note, Mortgage, and other Loan Documents, as amended by this Agreement and the Modification of Note, are expressly approved, ratified, and confirmed, and shall continue and remain in full force and effect except as modified hereby and by the Modification of Note, and that the lien of the Mortgage and the Regulatory Agreement and the priority thereof shall be unchanged.

(B)Borrower hereby acknowledges and affirms to Lender that as of the effective date of this Agreement, Borrower has no claims against Lender arising out of or related to the Mortgage, the Note, the Security Agreement, or the other Loan Documents.

(C)Notwithstanding anything herein contained, if any one or more of the provisions of this Agreement shall for any reason whatsoever be held to be illegal, invalid, or unenforceable in any respect, such illegality, invalidity, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such illegal, invalid, or unenforceable provision had never been contained herein.

(D)The Mortgage, the Security Agreement, Regulatory Agreement and other Loan Documents, as amended by this Agreement, may not be further modified except by an instrument in writing executed by each of the parties hereto.

(E)This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns.

(F)Borrower and Lender acknowledge and agree that the terms of this Agreement are subject to and contingent upon the approval thereof by the Secretary, which approval shall be evidenced by the written consent of the Secretary affixed to this Agreement below, and further acknowledge and agree that the terms of this Agreement shall not be deemed effective unless and until the Secretary executes the consent as aforesaid.

inch iron pin (set) in the Westerly line of an unrecorded 12.5 ft. alley way South 14 deg. 00' 00" East, a distance of 103.00 feet to a 5/8-inch iron pin (found) in the Northerly margin of the aforementioned alley, 16.50 feet wide;