SNDA Sonida Senior Living

Exhibit 10.1

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (this “Agreement”) is effective as of the 1^st day of June, 2023, by and among the entities listed on Schedule 1-A hereto (each a “Borrower” and collectively, the “Borrowers”), the entities listed on Schedule 1-B hereto (each a “Guarantor” and collectively, the “Guarantors”), and FANNIE MAE, a corporation organized and existing under the laws of the United States of America.

RECITALS:

WHEREAS, certain of the Borrowers are party to (i) that certain Master Credit Facility Agreement (Seniors Housing) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “MCFA”), dated December 18, 2018, by and between the Borrowers party thereto and Berkadia Commercial Mortgage LLC (“Berkadia”) and (ii) the loan agreements listed on Schedule 2 hereto (each a “Loan Agreement” and collectively, the “Loan Agreements” and together with the MCFA, the “Credit Facilities”), pursuant to which the Lenders (as defined on Schedule 2) made the loans listed on Schedule 3 hereto (collectively, the “Loans”) to the Borrowers;

WHEREAS, pursuant to the Credit Facilities, the Borrowers issued the notes listed on Schedule 3 hereto (collectively, the “Notes”) evidencing the Loans;

WHEREAS, in order to secure the payment of the indebtedness under the Credit Facilities, the Borrowers entered into the security agreements listed on Schedule 4 hereto (collectively, the “Security Agreements”) whereby the Borrowers conveyed to the applicable Lenders first priority security interests in and liens on, among other things, (i) certain real property listed on Schedule 5 hereto and improvements thereon (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), which are evidenced by the instruments listed on Schedule 5 hereto (collectively, the “Security Instruments”) and (ii) the personal property located on or about the Mortgaged Properties;

WHEREAS, the Borrowers also executed the assignments of rents and leases listed on Schedule 6 hereto (collectively, the “Assignments of Rents” and together with the Credit Facilities, the Notes, the Security Agreements, the Security Instruments, and other ancillary documents related thereto, the “Loan Documents”);

WHEREAS, the Lenders have assigned, negotiated and transferred their interest in each of the Loan Documents to Fannie Mae pursuant to the assignment documents listed on Schedule 7 hereto. Fannie Mae is now the owner and holder of each of the Notes, Security Instruments, and Assignments of Rents, and the Lenders are the current servicers of the Loans for Fannie Mae;

WHEREAS, in addition to perfecting its security interests in and liens on the personal property by the filing of the Security Instruments, Fannie Mae also perfected its security interests in and liens on the personal property by (i) obtaining the financing statements included as Exhibit A hereto (collectively, the “Financing Statements”) naming the Borrowers as debtors, (ii) obtaining the

financing statement amendments included as Exhibit B hereto (collectively, the “UCC Amendments”) naming the Lenders as secured parties assigning their rights as secured parties to Fannie Mae, leaving Fannie Mae as the secured party thereunder, and (iii) and filing the Financing Statements and the UCC Amendments with the appropriate filing offices;

WHEREAS, the defaults and events of default described on Schedule 9 hereto (collectively, the “Existing Defaults”) under the Loan Documents have occurred and are continuing as of the date of this Agreement and will occur as provided in Schedule 9 during the Forbearance Period;

WHEREAS, as a result of the Existing Defaults, Fannie Mae is entitled to exercise all of its rights and remedies under the Loan Documents, each of which rights and remedies is fully enforceable under the terms of the Loan Documents;

WHEREAS, the Borrowers have no defense to Fannie Mae’s assertion of such rights and remedies under the Loan Documents and have no claim against Fannie Mae or any other entity that could be raised to support relief that could delay, prevent, or otherwise interfere with Fannie Mae’s exercise of all of its rights and remedies under the Loan Documents; and

WHEREAS, as a result of the Existing Defaults, Fannie Mae has incurred certain costs and fees in the amount of $167,481.79 that are both reimbursable under the Loan Documents and reasonable under the circumstances.

NOW, THEREFORE, for and in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto incorporate the above recitals herein and agree as follows:

1. The Maturity Dates of the Loans are the Maturity Dates listed on Schedule 3 hereto.

2. Fannie Mae, each Borrower, and each Guarantor hereby acknowledges that, as of the date hereof, prior to giving effect to the transactions contemplated hereby, the current outstanding principal balance under the Credit Facilities and of the Notes is $427,242,779.99 and the accrued and unpaid interest under the Credit Facilities and on the Notes is $524,988.32.

3. Each Borrower and each Guarantor hereby acknowledges and agrees that (i) the Existing Defaults constitute Events of Default (as defined in each Credit Facility, as applicable) under each Credit Facility that have occurred and are continuing as of the date hereof, (ii) the Existing Defaults have not been cured as of the date hereof (in each case to the extent able to be cured under each Credit Facility), (iii) except for the Existing Defaults, no other defaults or Events of Default (as defined in each Credit Facility, as applicable) have occurred or are continuing under any Credit Facility, and (iv) the existence of the Existing Defaults permits Fannie Mae to exercise all of its rights and remedies under the Loan Documents, each of which rights and remedies is fully enforceable under the terms of the Loan Documents. To each parties’ best knowledge, each Borrower, each Guarantor and Fannie Mae acknowledge and agree that as of the date hereof, the only Events of Default or defaults under the Loan Documents are the Existing Defaults.

4. Upon execution of this Agreement, the Borrowers shall, and hereby agree to, promptly pay Fannie Mae an initial payment of Five Million and 00/100 Dollars ($5,000,000.00) in immediately available funds (such payment, the “Initial Payment”). The Initial Payment shall be applied as follows: Four Million Five Hundred Thousand Dollars ($4,500,00.00) to the principal amount outstanding under the Vintage Gardens Loan (Loan # 338167588), and Five Hundred Thousand Dollars ($500,000.00) to the principal amount outstanding under the Waterford at Levis Commons second lien Loan Documents (Loan # 820112447).

5. Fannie Mae hereby agrees, in consideration of the terms and conditions set forth in this Agreement, and the timely performance by the Borrowers of their obligations under this Agreement, to forbear from the exercise of its legal and equitable remedies under the Loan Documents solely as they relate to the Existing Defaults from June 1, 2023 until October 1, 2023 (the “Forbearance Period”). Any agreement by Fannie Mae to extend the Forbearance Period, if any, must be set forth in writing and signed by a duly authorized signatory of Fannie Mae. Except as set forth in this Agreement in connection with the negotiation and consummation of an agreed Loan Modification Agreement, each Borrower and each Guarantor acknowledges that Fannie Mae has not made any assurances concerning (a) the possibility of an extension of the Forbearance Period, or (b) any additional forbearance, waiver, restructuring or other accommodations. If not previously terminated under the terms of this Agreement, the Forbearance Period shall, automatically and without action of any person, terminate immediately upon the first to occur of the following: (i) a default by any Borrower under the terms of this Agreement, (ii) any action by any other creditor of any Borrower that in Fannie Mae’s sole discretion requires action by Fannie Mae to protect its security interest in the Mortgaged Properties, (iii) the occurrence of a material adverse change in the business, operations, financial condition or assets of the Borrowers, (iv) the occurrence of any default, event of default or other breach under any Loan Document, subject to the applicable cure period, that does not constitute an Existing Default, or (v) the execution of the Loan Modification Agreement (defined herein) for the Credit Facilities (any event in the preceding clauses (i) through (v), a “Termination Trigger Event”).

6. Upon any termination of the Forbearance Period, the agreement of Fannie Mae to forbear from exercising its legal and equitable remedies under the Loan Documents as they relate to the Existing Defaults shall automatically and immediately terminate, without further action by any person and without the requirement of any demand, presentment, protest, or notice of any kind, all of which each of Borrowers and each of the Guarantors waives. Each Borrower and each Guarantor agrees that Fannie Mae may (but shall not be required to) at any time thereafter proceed to exercise any and all of its rights and remedies under any or all of the Loan Documents, including, without limitation, its rights and remedies with respect to the Existing Defaults.

7. As provided for in Schedule 10, each Borrower hereby reaffirms its obligation to pay, and shall pay, all costs and expenses (including, but not limited to, legal fees and expenses) incurred by Fannie Mae under the Loan Documents, including all costs and expenses incurred by Fannie Mae in connection with the preparation, negotiation, and administration of this Agreement and the Loan Modification Agreement (as defined below), and, in each case, any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein or therein are consummated.

8. Each Borrower hereby agrees that, without the prior written consent of Fannie Mae, it will not seek to market or sell any Mortgaged Property at a purchase price less than the outstanding balance owed under the Loan Agreement or Note secured by such Mortgaged Property or the loan amount allocated to such Mortgaged Property under the MCFA (a “Subject Property Shortfall”) or related Note, as applicable; provided, however, that if a Subject Property Shortfall will be satisfied by (i) an equity investment made by Conversant Capital or any other investor in the common stock of Sonida Senior Living, Inc. (the “Company”) which is provided to the applicable Borrower(s), (ii) a reallocation of the remaining indebtedness under the other Credit Facilities in a manner satisfactory to Fannie Mae in its sole and absolute discretion, or (iii) such other means that are acceptable to and approved of by Fannie Mae in its sole and absolute discretion, then the applicable Borrower may seek to market and sell such Mortgaged Property.

9. The Borrowers shall, and hereby agree to, furnish or cause to be furnished to Fannie Mae, in each case, in form and substance satisfactory to Fannie Mae:

10. Each Borrower hereby agrees that, prior to the conclusion of the Forbearance Period, it will not (i) make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any capital stock or other equity interest of such Borrower or (ii) purchase, redeem or otherwise acquire for value any capital stock or other equity interest of any Borrower now or hereafter outstanding; provided, however, nothing in this Section 10 shall (i) interfere with the ordinary transfer of funds between Borrowers and their affiliates for the purpose of paying pooled expenses ordinarily allocable to individual Borrowers as part of the

Borrowers’ ordinary centralized disbursement procedures; or (ii) preclude the Company from issuing shares of its common stock to raise money for market transactions including without limitation purchasing additional communities and/or other community-owning entities or similar transactions.

11. Each Borrower hereby agrees to continue to fund all replacement reserves, escrow amounts, any replacement interest rate cap, and any similar funded amounts required pursuant to any Credit Facility and any other Loan Documents.

12. Fannie Mae hereby agrees that, subject to the satisfaction of each of the conditions listed on Schedule 11 hereto (the “Specified Conditions”), it will exercise commercially reasonable efforts to enter into a loan modification agreement with an effective date not earlier than September 10, 2023 or later than September 30, 2023 (the “Loan Modification Agreement”) modifying each Credit Facility on the terms set forth on Schedule 12 hereto and in form and substance otherwise acceptable to Fannie Mae in its sole discretion; provided, however, that Fannie Mae’s obligation under this Section 12 is expressly conditioned on and subject to the Specified Conditions and the cooperation of the Borrowers to effectuate the transactions contemplated by this Agreement; and provided further, Fannie Mae will exercise commercially reasonable efforts to send to the Company a draft of the Loan Modification Agreement as soon as reasonably practicable after this Agreement is executed.

13. Each Borrower acknowledges that Fannie Mae has incurred fees and expenses in the amount set forth on Schedule 10 hereto, which are both reimbursable under the terms of the Loan Documents and reasonable under the circumstances. On or before July 10, 2023, the Borrowers shall pay to Fannie Mae the amount of $167,481.79 in immediately available funds to be applied by Fannie Mae as reimbursement for fees and expenses incurred to date by Fannie Mae in connection with this Agreement.

14. During the Forbearance Period, the Borrowers shall pay to Fannie Mae, on the first day of each month, an amount equal to not less than the monthly installments of principal and interest required by the Notes and Credit Facilities as modified by the proposed terms of the Loan Modification Agreement as set forth on Schedule 12 hereto, as well as all other payments, including without limitation, taxes, insurance and other escrows as required by the Loan Documents (such payments, the “Monthly Installments”). Fannie Mae shall hold all Monthly Installments in suspense until the earliest of (i) the date on which Loan Modification Agreement becomes effective, (ii) the expiration of the Forbearance Period, whether at its stated conclusion or upon the termination of the Forbearance Period due to a Termination Trigger Event, or (iii) upon any other termination of the Forbearance Period, the date that is sixty (60) days following such termination, at which time Fannie Mae shall cause the Monthly Installments to be applied to the corresponding Credit Facility as determined by Fannie Mae in its sole and absolute discretion. The Borrowers are making such Monthly Installments in anticipation of a Loan Modification Agreement consistent with the proposed terms set forth on Schedule 12 and subject to the terms of Schedule 11 hereof, the successful consummation of which Loan Modification Agreement will eliminate the Existing Default arising from the payment of Monthly Installments in accordance with this Section 14.

15. (a) To the extent any payment received by Fannie Mae is determined to be an avoidable preference, fraudulent transfer, or otherwise determined to be an avoidable transfer by a court of competent jurisdiction, upon entry of a final order which is no longer subject to further review or appeal, then each such transfer will be deemed never to have occurred and the balance of the applicable Loan will be adjusted accordingly.

(b) The Forbearance Period is immediately terminated upon entry of an order, the effect of which is either (i) to surcharge the security interest of Fannie Mae under § 506(c) of the Bankruptcy Code, or otherwise, or (ii) to subordinate the security interest of Fannie Mae under any application of equitable subordination under § 510(c) of the Bankruptcy Code.

16. Each Borrower and each Guarantor represents and warrants to Fannie Mae as follows:

17. (a) Fannie Mae hereby revokes any permission created by the Loan Documents which allows any Borrower to collect the rents and other income from the Mortgaged Properties (the “Rents”). For the limited purpose of facilitating the Borrowers’ obligations hereunder, Fannie Mae hereby appoints each Borrower as Fannie Mae’s agent to collect the Rents, and to hold the Rents in trust for Fannie Mae. Each Borrower accepts such appointment and acknowledges that it has a fiduciary duty to Fannie Mae to collect the Rents, pay over the proceeds from the Rents only as provided in this Agreement, and to account for the Rents. So long as no default has occurred under this Agreement, the Borrowers may apply the Rents to the payment of allowable and reasonable costs and expenses for managing, operating and maintaining the Mortgaged Properties inclusive of a management fee; provided, however, no fees, charges, or compensation shall be paid to any Borrower, their respective general partners, limited partners, members, or other related persons or entities, if any, or to any affiliates thereof except for such management fee. Fannie Mae may cancel this appointment at any time, at its sole election and effective immediately upon written notice to the applicable Borrower. Such notice is deemed given when Fannie Mae transmits such notice by telecopy as set forth in this Agreement and receives an electronic confirmation of receipt, whether or not such notice is actually received by the applicable Borrower.

(b) Conditioned only upon a default in any of the obligations under this Agreement, each Borrower hereby consents to the appointment of a state court receiver on an ex parte basis, without any notice to such Borrower, and such Borrower shall not oppose any application to obtain that relief. If any Borrower defaults in its obligations under this Agreement, or in the event of any other default or event of default under the Loan Documents, and Fannie Mae seeks the appointment of a receiver on an ex parte basis, such Borrower shall not oppose such receiver, and shall not otherwise interfere with Fannie Mae’s ex parte petition to obtain the appointment of a receiver.

(c) As part of the bargained-for consideration, if Fannie Mae moves either for (i) the appointment of a trustee, or (ii) the retention under § 543(d) of the Bankruptcy Code of a state court receiver to remain in possession of and manage the Mortgaged Properties, or both, each Borrower agrees (x) that it would be in the best interest of creditors and the estate and that cause exists for the court to grant the relief as requested, and (y) not to oppose any motion seeking such relief.

(d) In addition, if any effort by Fannie Mae to exercise or enforce its rights or remedies under this Agreement or under the Loan Documents is stayed as a result of the commencement of a case under the Bankruptcy Code, each Borrower (i) agrees that any opposition to any motion filed by Fannie Mae seeking any form of relief from any stay under the Bankruptcy Code would be groundless and in bad faith, (ii) agrees not to oppose any such motion which may be requested by Fannie Mae, and (iii) acknowledges that in order to provide Fannie Mae with partial “adequate protection,” in addition to such other relief as the court may deem necessary, and without prejudice to Fannie Mae’s seeking other and additional relief as “adequate protection,” Fannie Mae is entitled to receive monthly an amount equal to the installments due on each applicable Note and Credit Facility as cash collateral while any such stay or restraint is in effect.

18. Each Borrower hereby releases and forever discharges Fannie Mae, each Lender, and their respective predecessors, successors, assigns, affiliates, officers, directors, employees, attorneys, agents and each current or substitute trustee under the Security Instruments (collectively, the “Indemnitee”), from all Claims, as defined below, and agrees to indemnify the Indemnitee, and hold them harmless from any and all claims, losses, causes of action, costs and expenses of every kind or character in connection with the Claims or the breach of this Agreement or the Loan Documents. As used in this Agreement, the term “Claims” shall mean any and all possible claims, demands, actions, causes of action, costs, expenses and liabilities of any kind or nature whatsoever, liquidated or unliquidated, fixed or contingent, known or unknown, at law or in equity, originating in whole or in part, on or before the date of this Agreement, including but not limited to claims based on usury, any state deceptive trade practices laws, violations of law relating to hazardous substance or environmental contamination, which any Borrower, or any of their respective beneficiaries, may now or hereafter have against the Indemnitee, if any, and irrespective of whether any such Claims arise out of contract, tort, violation of laws or regulations, or otherwise in connection with any of the Loan Documents, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable thereto and any loss, cost or damage, of any kind or character, arising out of or in any way connected with or in any way resulting from the acts, actions or omissions of Indemnitee, including any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander, conspiracy, any claim for wrongfully accelerating any amounts due under any Credit Facility or Note or wrongfully attempting to foreclose on any collateral relating to any Credit Facility or Note, or any claim to equitably subordinate Fannie Mae’s claims under § 510(c) of the Bankruptcy Code, but in each case only to the extent permitted by applicable law. This release is solely for the benefit of the Indemnitee and not for any third parties. This release is accepted by Fannie Mae and the Lenders pursuant to this Agreement and shall not be construed as an admission of liability on the part of Fannie Mae or any Lender. The Borrowers, Fannie Mae, and the Lenders have negotiated this Agreement at arms’ length, and the Borrowers are not in a disparate bargaining position relative to Fannie Mae and the Lenders. Each Borrower has carefully evaluated the provisions of this Agreement. Each Borrower acknowledges and agrees that such Borrower’s relationship with Fannie Mae is strictly that of borrower to creditor, that no special relationship exists between such Borrower and Fannie Mae and that Fannie Mae has no fiduciary obligation or similar obligation to such Borrower. Fannie Mae hereby disclaims any and all implied obligations to any Borrower, including but not limited to any obligation to consider or look out for the interests of any Borrower and any other obligation not expressly stated in the Loan Documents or in this Agreement. Each Borrower hereby represents and warrants that such Borrower is the current legal and beneficial owner of all Claims, if any, released hereby and it has not transferred, pledged or assigned or agreed to transfer, pledge or assign to any other individual or entity any of the Claims described in this section.

19. Each Borrower and each Guarantor, as debtors, grantors, pledgors, guarantors, assignors, or in other similar capacities in which such Borrower or Guarantor granted liens or security interests in their properties or otherwise acted as accommodation parties or guarantors, as the case may be, under the Loan Documents, hereby ratifies and reaffirms all of its payment and performance obligations and

obligations to indemnify, contingent or otherwise, under each Loan Document to which it is a party, and ratifies and reaffirms its grants of liens on or security interests in its properties pursuant to each Loan Document to which it is a party as security for the obligations under or with respect to the Credit Facilities and Notes, and each Borrower and Guarantor confirms and agrees that such liens and security interests hereafter secure all of its obligations, including, without limitation, all of such Borrower’s or Guarantor’s additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement and any Credit Facility, Note, or other Loan Document to which such Borrower or Guarantor is party. Each such party (i) further acknowledges receipt of a copy of this Agreement and all other agreements, documents, and instruments executed and/or delivered in connection herewith, (ii) consents to the terms and conditions of same, and (iii) agrees and acknowledges that each of the Loan Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed.

20. A Borrower shall be in default under this Agreement if it fails to timely comply with any provision of this Agreement. Each Borrower understands that a default under the terms of this Agreement shall be deemed to be a default under the terms of the Loan Documents, and Fannie Mae shall be permitted to immediately exercise all of its rights and remedies under the Loan Documents.

21. It is expressly stipulated and agreed to be the intent of the Borrowers and Fannie Mae at all times to comply with applicable state law governing the maximum rate or amount of interest payable on or in connection with the Notes, the Credit Facilities and the Loans (or applicable United States federal law to the extent that it permits Fannie Mae to contract for, charge, take, reserve or receive a greater amount of interest than under state law). If the applicable law is ever judicially interpreted so as to render usurious any amount called for under any Note or Credit Facility or under any Security Instrument, this Agreement or any other Loan Document evidencing, securing or executed in connection with any Loan, or contracted for, charged, taken, reserved or received with respect to any Loan, or if acceleration of the maturity of any Note or any Credit Facility or if any prepayment by any Borrower results in such Borrower having paid any interest in excess of that permitted by law, then it is the Borrowers’ and Fannie Mae’s express intent that all excess amounts theretofore collected by Fannie Mae be credited on the principal balance of the applicable Note or the amount outstanding under the applicable Credit Facility, as applicable (or, if the applicable Note or Credit Facility has been or would thereby be paid in full, refunded to the applicable Borrower), and the provisions of the applicable Note or Credit Facility, this Agreement, the applicable Security Instrument and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The rights to accelerate maturity of the Notes and the Credit Facilities does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Fannie Mae does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Fannie Mae for the use, forbearance or detention of the indebtedness evidenced by the Notes, the Credit Facilities or other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the applicable usury ceiling. Notwithstanding any provision contained in any Note, any Credit Facility, any Security Instrument, this Agreement or

in any of the other Loan Documents that permits the compounding of interest, including, without limitation, any provision by which any of the accrued interest is added to the principal amount of any Note or the amount outstanding under any Credit Facility, as applicable, the total amount of interest that the applicable Borrower is obligated to pay and Fannie Mae is entitled to receive with respect to the applicable Loan shall not exceed the amount calculated on a simple (i.e., non- compounded) interest basis at the maximum rate allowed by applicable law on principal amounts actually advanced to or for the account of such Borrower, including all current and prior advances and any advances made pursuant to the applicable Credit Facility, Security Instrument, this Agreement or other Loan Documents (such as for payment of taxes, insurance premiums and the like). The provisions of each Note, Credit Facility and Security Instrument limiting the amount of interest which may be contracted for, charged or received on the indebtedness evidenced thereby and dealing with the rights and duties of the parties with respect to the charging and receiving of interest in excess of the maximum rate, are hereby incorporated in this Agreement by reference as though fully set forth herein. To the extent permitted by law, each Borrower hereby waives and releases all claims and defenses based upon usury in connection with the execution of the applicable Note or Credit Facility, the borrowing of the Loan evidenced thereby and the execution of the applicable Security Instrument.

22. Other than as specifically set forth above, Fannie Mae reserves all rights and remedies available to it under the Loan Documents. Any forbearance by Fannie Mae in the exercise of its rights or remedies shall not be a waiver of, or preclude, the exercise of any such rights and remedies thereafter, except as subject to the terms set forth herein.

23. Each Borrower and Fannie Mae acknowledges that other than this Agreement itself, any and all oral or written communications between the Borrowers and Fannie Mae, or any of their respective attorneys or representatives regarding the negotiations leading up to this Agreement and the terms, conditions, and transactions discussed and contemplated by this Agreement (collectively, the “Communications”), are “statements made in compromise negotiations” and not admissible as provided in Rule 408 of the Federal Rules of Evidence and any other applicable rule of evidence. No such Communications shall be utilized or deemed to be admissible as evidence in any litigation involving any Borrower. All such Communications shall be deemed to constitute “compromise negotiations,” as that phrase is used in the Federal Rules of Evidence and the applicable state rules of evidence and shall not be admissible.

24. By signing below, each Borrower acknowledges and understands that this is a legally binding contract that may affect such Borrower’s rights. Fannie Mae has advised each Borrower to obtain independent legal counsel to advise such Borrower about the meaning and importance of this Agreement. Each Borrower represents to Fannie Mae that it has obtained such independent legal counsel and received such legal advice.

25. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings relative to such subject matter.

26. Each party hereto and its counsel have reviewed and revised (or requested revisions of) this Agreement and have participated in the preparation of this Agreement, and therefore any usual rules of construction requiring that ambiguities are to be resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement or any schedules or exhibits hereto.

27. This Agreement shall be governed by and construed in accordance with the substantive law of the District of Columbia without regard to the application of choice of law principles that would result in the application of the laws of another jurisdiction. Each Borrower and each Guarantor agrees that any controversy arising under or in relation to this Agreement shall be litigated exclusively in the District of Columbia. The state and federal courts and authorities with jurisdiction in the District of Columbia shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Agreement or any other Loan Document with respect to the subject matter hereof. Each Borrower and each Guarantor irrevocably consents to service, jurisdiction and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. Nothing contained in this Section 27 shall affect the right of Fannie Mae to serve process in any other manner permitted by applicable requirements of law or commence legal proceedings or otherwise proceed against any Borrower or any Guarantor in any other jurisdiction.

28. EACH BORROWER, EACH GUARANTOR AND FANNIE MAE ACKNOWLEDGES AND AGREES THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT, THE LOAN DOCUMENTS OR THE INDEBTEDNESS.

29. This Agreement may be signed or executed using electronic signatures. This Agreement may be executed in as many counterparts as necessary or convenient, including both counterparts that are executed on paper and counterparts that are electronic records and executed electronically. Each executed counterpart (and any copy of an executed counterpart that is an electronic record) shall be deemed an original, and all such counterparts shall constitute one and the same agreement. An electronic or other copy of a signed document shall be considered as effective as an original. By signing this Agreement, each Borrower agrees that Fannie Mae may deliver Communications electronically, that this Agreement, other Loan Documents, and any Communications may, at Fannie Mae’s option, be signed or executed using electronic signatures, and that the use of electronic records and signatures will be in place of written documents and handwritten signatures. If a Borrower executes this Agreement electronically, such Borrower agrees that the electronic mark affixed to this Agreement constitutes the signature of an individually legally authorized to act on behalf of such Borrower and will be enforceable as and to the full extent of a hand-written signature.

30. THE PARTIES AGREE THAT TIME IS OF THE ESSENCE WITH RESPECT TO ALL PAYMENTS AND ALL OBLIGATIONS SET FORTH IN THIS AGREEMENT.

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EXECUTED to be effective as of the date first written above.

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EXECUTED to be effective as of the date first written above.

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Schedule 1-A

Borrowers

Schedule 1-B

Guarantors

Schedule 2

Loan Agreements

1. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad I and Berkadia, relating to the Waterford on Huebner;

2. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad I and Berkadia relating to the Waterford at Fort Worth;

3. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad II and Berkadia relating to the Waterford at Plano;

4. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad I and Berkadia relating to the Waterford at Thousand Oaks;

5. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad I and Berkadia relating to the Waterford at Mesquite;

6. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad II and Berkadia relating to the Waterford at Fairfield;

7. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad IV and Berkadia relating to the Waterford at Mansfield;

8. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad IV and Berkadia relating to the Wellington at North Richland Hills;

9. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad IV and Berkadia relating to the Wellington on Highland Colony;

10. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad IV and Berkadia relating to the Wellington at Arapaho;

11. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 27, 2014 by and between Triad V and Berkadia relating to the Waterford at Ironbridge;

12. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 15, 2016 by and between Triad I and Berkadia relating to the Waterford on Huebner;

13. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 15, 2016 by and between Triad I and Berkadia relating to the Waterford at Fort Worth;

14. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 15, 2016 by and between Triad I and Berkadia relating to the Waterford at Thousand Oaks;

15. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of November 30, 2018 by and between Triad I and Berkadia relating to the Waterford at Mesquite;

16. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 15, 2016 by and between Triad II and Berkadia relating to the Waterford at Fairfield;

17. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 15, 2016 by and between Triad IV and Berkadia relating to the Waterford at Mansfield;

18. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 15, 2016 by and between Triad IV and Berkadia relating to the Wellington at North Richland Hills;

19. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 15, 2016 by and between Triad V and Berkadia relating to the Waterford at Ironbridge;

20. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of May 31, 2013 by and between CSL Vintage and Berkadia relating to the Vintage Senior Living Campus;

21. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of May 31, 2013 by and between CSL Plymouth and Berkadia relating to Libby’s House;

22. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of January 13, 2015 by and between CSL Green Bay and Berkadia relating to Brookview Meadows;

23. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of September 30, 2016 by and between CSL Springfield and Berkadia relating to the Wellington at Springfield;

24. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of November 2, 2016 by and between CSL Cincinnati and Berkadia relating to the Wellington at North Bend Crossing;

25. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of June 30, 2014 by and between CSL Miami and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo” and together with Berkadia each a “Lender” and collectively the “Lenders”) relating to the Wellington at Dayton;

26. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of March 5, 2015 by and between CSL Levis Commons and Wells Fargo relating to the Waterford at Levis Commons; and

27. That certain Multifamily Loan and Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made as of December 15, 2016 by and between CSL Levis Commons and Wells Fargo relating to the Waterford at Levis Commons.

Schedule 3

Notes

Loans

Schedule 4

Security Agreements

1. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Marion to and for the benefit of Berkadia relating to the Wellington at Southport;

2. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL North Pointe to and for the benefit of Berkadia relating to North Pointe;

3. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Summit Place to and for the benefit of Berkadia relating to Summit Place;

4. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Laurel to First American Title Insurance Company as trustee, for the benefit of Berkadia relating to LaurelHurst and LaurelWoods;

5. That certain Multifamily Mortgage, dated as of December 18, 2018 executed by CSL Aspen Grove to and for the benefit of Berkadia relating to Aspen Grove;

6. That certain Consolidated, Amended and Restated Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Heritage to and for the benefit of Berkadia relating to Heritage at the Plains;

7. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Elkhorn to First American Title Insurance Company, as trustee, for the benefit of Berkadia relating to Marquis Place of Elkhorn;

8. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Wynnfield to and for the benefit of Berkadia relating to Wynnfield Crossing;

9. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Riverbend to and for the benefit of Berkadia relating to Riverbend;

10. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Summit Point to and for the benefit of Berkadia relating to Summit Point;

11. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Chardon to and for the benefit of Berkadia relating to the Residence of Chardon;

12. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Woodlands to and for the benefit of Berkadia relating to the Woodlands of Columbus;

13. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Hamilton to and for the benefit of Berkadia relating to the Woodlands of Hamilton;

14. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Granbury to James Wirz, Esq. as trustee, for the benefit of Berkadia relating to the Courtyards at Lake Granbury;

15. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Hartford for the benefit of Berkadia relating to the Waterford at Hartford;

16. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL West Bend to and for the benefit of Berkadia relating to the Waterford at West Bend;

17. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Keystone Woods and for the benefit of Berkadia relating to Keystone Woods;

18. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Batesville to and for the benefit of Berkadia relating to Chateau of Batesville;

19. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL White River to and for the benefit of Berkadia relating to Country Charm;

20. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford on Huebner;

21. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Fort Worth;

22. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Thousand Oaks;

23. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Mesquite;

24. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad II to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Plano;

25. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad II to and for the benefit of Berkadia relating to the Waterford at Fairfield;

26. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad IV to and for the benefit of Berkadia relating to the Waterford at Mansfield;

27. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad IV to Parish Fortenberry, Esq. as trustee, for the benefit of Berkadia relating to the Wellington at North Richland Hills;

28. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad IV to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Wellington on Highland Colony;

29. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad IV to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Wellington at Arapaho;

30. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad V to Steve Bolla, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Ironbridge;

31. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford on Huebner;

32. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Fort Worth;

33. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Thousand Oaks;

34. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of November 30, 2018 executed by Triad I to James Wirz, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Mesquite;

35. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad II to and for the benefit of Berkadia relating to the Waterford at Fairfield;

36. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad IV to and for the benefit of Berkadia relating to the Waterford at Mansfield;

37. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad IV to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Wellington at North Richland Hills;

38. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad V to Steve Bolla, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Ironbridge;

39. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of May 31, 2013 executed by CSL Vintage to Steven M. Leigh, as trustee, for the benefit of Berkadia relating to the Vintage Senior Living Campus;

40. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of August 27, 2014 executed by CSL Plymouth to and for the benefit of Berkadia relating to Libby’s House;

41. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of January 13, 2015 executed by CSL Green Bay to and for the benefit of Berkadia relating to Brookview Meadows;

42. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of September 30, 2016 executed by CSL Springfield to and for the benefit of Berkadia relating to the Wellington at Springfield;

43. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of November 2, 2016 executed by CSL Cincinnati to and for the benefit of Berkadia relating to the Wellington at North Bend Crossing;

44. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 30, 2014 executed by CSL Miami to and for the benefit of Wells Fargo relating to the Wellington at Dayton;

45. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of March 5, 2015 executed by CSL Levis Commons to and for the benefit of Wells Fargo relating to the Waterford at Levis Commons; and

46. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 15, 2016 executed by CSL Levis Commons to and for the benefit of Wells Fargo relating to the Waterford at Levis Commons.

Schedule 5

Mortgaged Properties

1. That certain Seniors Housing Facility known as The Wellington at Southport and located at 7212 US Highway 31 South, Indianapolis, Indiana 46227 (the “Wellington at Southport”);

2. That certain Seniors Housing Facility known as Northe Pointe and located at 701 Simpson Road, Anderson, South Carolina 29261 (“North Pointe”);

3. That certain Seniors Housing Facility known as Summit Place and located at 107 Perpetual Square Drive, Anderson, South Carolina 29261 (“Summit Place”);

4. That certain Seniors Housing Facility known as LaurelHurst and LaurelWoods and located at 1064 W Mills Street, Columbus, North Carolina 28722 (“LaurelHurst and LaurelWoods”);

5. That certain Seniors Housing Facility known as Aspen Grove and located at 7515 Secor Road, Lamberrtville, Michigan 48144 (“Aspen Grove”);

6. That certain Seniors Housing Facility known as The Heritage at the Plains at Parish Homestead and located at 163 Heritage Circle, Oneonta, New York 13820 (“Heritage at the Plains”);

7. That certain Seniors Housing Facility known as Marquis Place of Elkhorn and located at 20800 West Maple Road, Elkhorn, Nebraska 68022 (“Marquis Place of Elkhorn”);

8. That certain Seniors Housing Facility known as Wynnfield Crossing and located at 1729 Wabash Avenue, Rochester, Indiana 46975 (“Wynnfield Crossing”);

9. That certain Seniors Housing Facility known as Riverbend and located at 2715 Charleston Pike, Jefferson, Indiana 47130 (“Riverbend”);

10. That certain Seniors Housing Facility known as Summit Place and located at 9633 Valley View Road, Macedonia, Ohio 44056 (“Summit Point”);

11. That certain Seniors Housing Facility known as The Residence of Chardon and located at 501 Chardon Windsor Road, Chardon, Ohio 44024 (the “Residence of Chardon”);

12. That certain Seniors Housing Facility known as The Woodlands of Columbus and located at 5380 East Broad Street, Columbus, Ohio 43213 (the “Woodlands of Columbus”);

13. That certain Seniors Housing Facility known as The Woodlands of Hamilton and located at 896 NW Washington Blvd., Hamilton, Ohio 45013 (the “Woodlands of Hamilton”);

14. That certain Seniors Housing Facility known as The Courtyards at Lake Granbury and located at 801 Calinco Drive, Granbury, Texas 76048 (the “Courtyards at Lake Granbury”);

15. That certain Seniors Housing Facility known as The Waterford at Hartford and located at 1025 Bell Avenue, Hartford, Wisconsin 53027 (the “Waterford at Hartford”);

16. That certain Seniors Housing Facility known as The Waterford at West Bend and located at 831 E. Washington Street, West Bend, Wisconsin 53095 (the “Waterford at West Bend”);

17. That certain Seniors Housing Facility known as Keystone Woods and located at 2335 N. Madison Avenue, Anderson, Indiana 46011 (“Keystone Woods”);

18. That certain Seniors Housing Facility known as Chateau of Batesville and located at 44 Chateau Boulevard, Batesville, Indiana 47006 (“Chateau of Batesville”);

19. That certain Seniors Housing Facility known as Country Charm and located at 3177 Meridian Parke Drive, Greenwood, Indiana 46142 (“Country Charm”);

20. That certain Seniors Housing Facility known as The Waterford on Huebner and located at 8551 Huerbner Road, San Antonio, Texas 78240 (the “Waterford on Huebner”);

21. That certain Seniors Housing Facility known as the Waterford at Fort Worth and located at 6799 Granbury Road, Fort Worth, Texas 76112 (the “Waterford at Fort Worth”);

22. That certain Seniors Housing Facility known as the Waterford at Mesquite and located at 700 North Town East Boulevard, Mesquite, Texas 75150 (the “Waterford at Mesquite”);

23. That certain Seniors Housing Facility known as the Waterford at Thousand Oaks and located at 4243 Thousand Oaks, San Antonio, Texas 78217 (the “Waterford at Thousand Oaks”);

24. That certain Seniors Housing Facility known as the Waterford at Thousand Oaks and located at 3401 Premier Drive, Plano, Texas 75023 (the “Waterford at Plano”);

25. That certain Seniors Housing Facility known as the Waterford at Fairfield and located at 1460 Corydale Drive, Fairfield, Ohio 45014 (the “Waterford at Fairfield”);

26. That certain Seniors Housing Facility known as the Waterford at Mansfield and located at 1296 S. Trimble Road, Mansfield, Ohio 44906 (the “Waterford at Mansfield”);

27. That certain Seniors Housing Facility known as the Wellington at North Richland Hills and located at 6150 Glenview Drive, North Richland Hills, Texas 76180 (the “Wellington at North Richland Hills”);

28. That certain Seniors Housing Facility known as the Wellington on Highland Colony and located at 619 Highland Colony Parkway, Ridgeland, Mississippi 391157 (the “Wellington on Highland Colony”);

29. That certain Seniors Housing Facility known as the Wellington at Arapaho and located at 600 West Arapaho Road, Richardson, Texas 75080 (the “Wellington at Arapaho”);

30. That certain Seniors Housing Facility known as the Waterford at Ironbridge and located at 1131 East Lakewood, Springfield, Missouri 65810 (the “Waterford at Ironbridge”);

31. That certain Seniors Housing Facility known as the Vintage Senior Living Campus and located at North Woodbine Road, St. Joseph, Missouri, 64505 (the “Vintage Senior Living Campus”);

32. That certain Seniors Housing Facility known as Libby’s House and located at 2581, 2586, and 2653 Valley Road, Plymouth, Wisconsin 53073 (“Libby’s House”);

33. That certain Seniors Housing Facility known as Brookview Meadows and located at 1740 Condor Lane, Green Bay, Wisconsin 54313 (“Brookview Meadows”);

34. That certain Seniors Housing Facility known as the Wellington at Springfield and located at 936 & 942 Grayson Drive, Springfield, Massachusetts 01119 (the “Wellington at Springfield”);

35. That certain Seniors Housing Facility known as the Wellington at North Bend Crossing and located at 5156 North Bend Crossing, Cincinnati, Ohio 45247 (the “Wellington at North Bend Crossing”);

36. That certain Seniors Housing Facility known as the Wellington at Dayton and located at 2656 West Alex Bell Road, Dayton, Ohio 45459 (the “Wellington at Dayton”); and

37. That certain Seniors Housing Facility known as the Waterford at Levis Commons and located at 7100 S. Wilkinson Way, Perrysburg, Ohio 43551 (the “Waterford at Levis Commons”).

Schedule 6

Assignments of Rents

1. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Marion to and for the benefit of Berkadia relating to the Wellington at Southport;

2. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL North Pointe to and for the benefit of Berkadia relating to North Pointe;

3. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Summit Place to and for the benefit of Berkadia relating to Summit Place;

4. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Laurel to First American Title Insurance Company as trustee, for the benefit of Berkadia relating to LaurelHurst and LaurelWoods;

5. That certain Multifamily Mortgage, dated as of December 18, 2018 executed by CSL Aspen Grove to and for the benefit of Berkadia relating to Aspen Grove;

6. That certain Consolidated, Amended and Restated Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Heritage to and for the benefit of Berkadia relating to Heritage at the Plains;

7. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Elkhorn to First American Title Insurance Company, as trustee, for the benefit of Berkadia relating to Marquis Place of Elkhorn;

8. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Wynnfield to and for the benefit of Berkadia relating to Wynnfield Crossing;

9. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Riverbend to and for the benefit of Berkadia relating to Riverbend;

10. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Summit Point to and for the benefit of Berkadia relating to Summit Point;

11. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Chardon to and for the benefit of Berkadia relating to the Residence of Chardon;

12. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Woodlands to and for the benefit of Berkadia relating to the Woodlands of Columbus;

13. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Hamilton to and for the benefit of Berkadia relating to the Woodlands of Hamilton;

14. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Granbury to James Wirz, Esq. as trustee, for the benefit of Berkadia relating to the Courtyards at Lake Granbury;

15. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Hartford for the benefit of Berkadia relating to the Waterford at Hartford;

16. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL West Bend to and for the benefit of Berkadia relating to the Waterford at West Bend;

17. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Keystone Woods and for the benefit of Berkadia relating to Keystone Woods;

18. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL Batesville to and for the benefit of Berkadia relating to Chateau of Batesville;

19. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 18, 2018 executed by CSL White River to and for the benefit of Berkadia relating to Country Charm;

20. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford on Huebner;

21. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Fort Worth;

22. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Thousand Oaks;

23. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Mesquite;

24. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad II to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Plano;

25. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad II to and for the benefit of Berkadia relating to the Waterford at Fairfield;

26. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad IV to and for the benefit of Berkadia relating to the Waterford at Mansfield;

27. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad IV to Parish Fortenberry, Esq. as trustee, for the benefit of Berkadia relating to the Wellington at North Richland Hills;

28. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad IV to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Wellington on Highland Colony;

29. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad IV to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Wellington at Arapaho;

30. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014 executed by Triad V to Steve Bolla, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Ironbridge;

31. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford on Huebner;

32. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Fort Worth;

33. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad I to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Thousand Oaks;

34. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of November 30, 2018 executed by Triad I to James Wirz, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Mesquite;

35. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad II to and for the benefit of Berkadia relating to the Waterford at Fairfield;

36. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad IV to and for the benefit of Berkadia relating to the Waterford at Mansfield;

37. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad IV to David Lawrence, Esq. as trustee, for the benefit of Berkadia relating to the Wellington at North Richland Hills;

38. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 15, 2016 executed by Triad V to Steve Bolla, Esq. as trustee, for the benefit of Berkadia relating to the Waterford at Ironbridge;

39. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of May 31, 2013 executed by CSL Vintage to Steven M. Leigh, as trustee, for the benefit of Berkadia relating to the Vintage Senior Living Campus;

40. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of August 27, 2014 executed by CSL Plymouth to and for the benefit of Berkadia relating to Libby’s House;

41. That certain Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of January 13, 2015 executed by CSL Green Bay to and for the benefit of Berkadia relating to Brookview Meadows;

42. That certain Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of September 30, 2016 executed by CSL Springfield to and for the benefit of Berkadia relating to the Wellington at Springfield;

43. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of November 2, 2016 executed by CSL Cincinnati to and for the benefit of Berkadia relating to the Wellington at North Bend Crossing;

44. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 30, 2014 executed by CSL Miami to and for the benefit of Wells Fargo relating to the Wellington at Dayton;

45. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of March 5, 2015 executed by CSL Levis Commons to and for the benefit of Wells Fargo relating to the Waterford at Levis Commons; and

46. That certain Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 15, 2016 executed by CSL Levis Commons to and for the benefit of Wells Fargo relating to the Waterford at Levis Commons.

Schedule 7

Assignments

1. That certain Assignment of Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Wellington at South Point;

2. That certain Assignment of Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to North Pointe;

3. That certain Assignment of Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Summit Place;

4. That certain Assignment of Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to LaurelHurst and LaurelWoods;

5. That certain Assignment of Multifamily Mortgage, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Aspen Grove;

6. That certain Assignment of Consolidated, and Assignment of Subordination, Assignment and Security Agreement, Amended and Restated Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Heritage at the Plains;

7. That certain Assignment of Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Marquis Place of Elkhorn;

8. That certain Assignment of Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Wynnfield Crossing;

9. That certain Assignment of Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Riverbend;

10. That certain Assignment of Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Summit Point;

11. That certain Assignment of Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to the Residence of Chardon;

12. That certain Assignment of Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to the Woodlands of Columbus;

13. That certain Assignment of Open-End Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to the Woodlands of Hamilton;

14. That certain Assignment of Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to the Courtyards at Lake Granbury;

15. That certain Assignment of Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to the Waterford at Hartford;

16. That certain Assignment of Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to the Waterford at West Bend;

17. That certain Assignment of Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Keystone Woods;

18 That certain Assignment of Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Chateau of Batesville;

19. That certain Assignment of Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, and Assignment of Subordination, Assignment and Security Agreement, made as of December 18, 2018, by and among Berkadia and Fannie Mae relating to Country Charm;

20. That certain Assignment of Mortgage, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Waterford on Huebner;

21. That certain Assignment of Deed of Trust, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Waterford at Fort Worth;

22. That certain Assignment of Deed of Trust, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Waterford at Thousand Oaks;

23. That certain Assignment of Multifamily Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Waterford at Mesquite;

24. That certain Assignment of Deed of Trust, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Waterford at Plano;

25. That certain Assignment of Mortgage, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Waterford at Fairfield;

26. That certain Assignment of Mortgage, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Waterford at Mansfield;

27. That certain Assignment Deed of Trust, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Wellington at North Richland Hills;

28. That certain Assignment of Deed of Trust, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Wellington on Highland Colony;

29. That certain Assignment of Deed of Trust, June 27, 2014, by Berkadia to Fannie Mae relating to the Wellington at Arapaho;

30. That certain Assignment of Deed of Trust, dated as of June 27, 2014, by Berkadia to Fannie Mae relating to the Waterford at Ironbridge;

31. That certain Assignment of Mortgage, dated as of June 15, 2016, by Berkadia to Fannie Mae relating to the Waterford on Huebner;

32. That certain Assignment of Deed of Trust, dated as of June 15, 2016, by Berkadia to Fannie Mae relating to the Waterford at Fort Worth;

33. That certain Assignment of Deed of Trust, dated as of June 15, 2016, by Berkadia to Fannie Mae relating to the Waterford at Thousand Oaks;

34. That certain Assignment of Deed of Trust, dated as of November 30, 2018, by Berkadia to Fannie Mae relating to the Waterford at Mesquite;

35. That certain Assignment of Mortgage, dated as of June 15, 2016, by Berkadia to Fannie Mae relating to the Waterford at Fairfield;

36. That certain Assignment of Mortgage, dated as of June 15, 2016, by Berkadia to Fannie Mae relating to the Waterford at Mansfield;

37. That certain Assignment of Deed of Trust, dated as of June 15, 2016, by Berkadia to Fannie Mae relating to the Wellington at North Richland Hills;

38. That certain Assignment of Deed of Trust, dated as of June 15, 2016, by Berkadia to Fannie Mae relating to the Waterford at Ironbridge;

39. That certain Assignment of Deed of Trust, dated as of May 31, 2013, by Berkadia to Fannie Mae relating to the Vintage Senior Living Campus;

40. That certain Assignment of Mortgage, dated as of August 27, 2014, by Berkadia to Fannie Mae relating to Libby’s House;

41. That certain Assignment of Mortgage, dated as of January 13, 2015, by Berkadia to Fannie Mae relating to Brookview Meadows;

42. That certain Assignment of Mortage, dated as of September 30, 2016, by Berkadia to Fannie Mae relating to the Wellington at Springfield;

43. That certain Assignment of Mortgage, dated as of November 2, 2016, by Berkadia to Fannie Mae relating to the Wellington at North Bend Crossing;

44. That certain Assignment of Mortgage, dated as of June 30, 2014, by Wells Fargo to Fannie Mae relating to the Wellington at Dayton;

45. That certain Assignment of Mortgage, dated as of March 5, 2015, by Wells Fargo to Fannie Mae relating to the Waterford at Levis Commons; and

46. That certain Assignment of Mortgage, dated as of December 15, 2016, by Wells Fargo to Fannie Mae relating to the Waterford at Levis Commons.

47. That certain Assignment of Master Credit Facility and Other Loan Documents executed on December 18, 2018 by Berkadia in favor of Fannie Mae;

48. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Waterford on Huebner;

49. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Waterford at Fort Worth;

50. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Waterford at Plano;

51. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Waterford at Thousand Oaks;

52. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Waterford at Mesquite;

53. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Waterford at Fairfield;

54. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Waterford at Mansfield;

55. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Wellington at North Richland Hills;

56. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Wellington on Highland Colony;

57. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Wellington at Arapaho;

58. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 27, 2014 by Berkadia in favor of Fannie Mae relating to the Waterford at Ironbridge;

59. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 15, 2016 by Berkadia in favor of Fannie Mae relating to the Waterford on Huebner;

60. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 15, 2016 by Berkadia in favor of Fannie Mae relating to the Waterford at Fort Worth;

61. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 15, 2016 by Berkadia in favor of Fannie Mae relating to the Waterford at Thousand Oaks;

62. That certain Assignment of Collateral Agreements and Other Loan Documents executed on November 30, 2018 by Berkadia in favor of Fannie Mae relating to the Waterford at Mesquite;

63. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 15, 2016 by Berkadia in favor of Fannie Mae relating to the Waterford at Fairfield;

64. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 15, 2016 by Berkadia in favor of Fannie Mae relating to the Waterford at Mansfield;

65. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 15, 2016 by Berkadia in favor of Fannie Mae relating to the Wellington at North Richland Hills;

66. That certain Assignment of Collateral Agreements and Other Loan Documents executed on June 15, 2016 by Berkadia in favor of Fannie Mae relating to the Waterford at Ironbridge;

67. That certain Assignment of Collateral Agreements and Other Loan Documents executed on May 31, 2013 by Berkadia in favor of Fannie Mae relating to the Vintage Senior Living Campus;

68. That certain Assignment of Collateral Agreements and Other Loan Documents executed on August 27, 2014 by Berkadia in favor of Fannie Mae relating to Libby’s House;

69. That certain Assignment of Collateral Agreements and Other Loan Documents executed on January 13, 2015 by Berkadia in favor of Fannie Mae relating to Brookview Meadows;

70. That certain Assignment of Collateral Agreements and Other Loan Documents executed on January 13, 2015 by Berkadia in favor of Fannie Mae relating to the Wellington at Springfield;

71. That certain Assignment of Collateral Agreements and Other Loan Documents executed on January 13, 2015 by Berkadia in favor of Fannie Mae relating to the Wellington at North Bend Crossing;

72. That certain Assignment of Collateral Agreements and Other Loan Documents executed on January 13, 2015 by Wells Fargo in favor of Fannie Mae relating to the Wellington at Dayton;

73. That certain Assignment of Collateral Agreements and Other Loan Documents executed on March 5, 2015 by Wells Fargo in favor of Fannie Mae relating to the Waterford at Levis Commons; and

74. That certain Assignment of Collateral Agreements and Other Loan Documents executed on December 15, 2016 by Wells Fargo in favor of Fannie Mae relating to the Waterford at Levis Commons.

Schedule 8

Trust Documents

[Left intentionally blank]

Schedule 9

Existing Defaults

Each payment default that has occurred and will occur during the Forbearance Period and arises from making a payment under a Credit Facility other than on the terms of the corresponding Credit Facility.

Schedule 10

Costs and Fees

Schedule 11

Specified Conditions

Fannie Mae’s obligation to enter into the Loan Modification Agreement is subject to the following conditions:

1. The Forbearance Period shall not have terminated;

2. No default or event of default (other than the Existing Defaults) shall have occurred and be continuing under this Agreement, any Credit Facility, or any other Loan Document;

3. The Borrowers shall have complied with all obligations under this Agreement;

4. Each of the representations set for in this Agreement shall be true and correct in all material respects, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be and remain true and correct in all material respects as of such date.

5. The Loan Modification Agreement shall be documented, consistent with Schedule 12 and otherwise in form and substance satisfactory to Fannie Mae.

Schedule 12

Terms for Loan Modification Agreement

The Loan Modification Agreement shall be on terms and conditions satisfactory to Fannie Mae, in its sole discretion, and in any event shall provide as follows:

For the avoidance of doubt, the Borrowers’ obligation to fund capital expenditure obligations in accordance with the Cap-Ex Schedule or in the ordinary course of business as required under the Credit Facilities is not subject to the availability of Excess Cash Flow.

Schedule of Deferred Interest

Exhibit A

Financing Statements

[Not attached; existing Financing Statements.]

Exhibit B

UCC Amendments

[Not attached; existing UCC Amendments]

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT

THIS SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT (this “Agreement”) dated as of June 29, 2023, is made by and among each of the Persons signatory hereto and named on the signature page hereof as a Borrower (each an “Borrower” and, collectively, the “Borrowers”), SONIDA SENIOR LIVING, INC., a Delaware corporation (“Guarantor”), CAPITAL SENIOR LIVING PROPERTIES, INC., a Texas corporation, CAPITAL SENIOR LIVING PROPERTIES 4, INC., a Delaware corporation (each a “Pledgor” and collectively, the “Pledgors”, and together with Borrowers and Guarantor, each a “Loan Party” and collectively, the “Loan Parties”), the Lenders (as defined below) party hereto and ALLY BANK, a Utah state chartered bank (“Ally Bank”), in its capacity as Administrative Agent for Lenders (together with its successors and assigns, the “Administrative Agent”), and the Lenders signatory hereto.

RECITALS

A. The Borrowers, the Administrative Agent, and the lenders from time to time party thereto (collectively, the “Lenders”) are party to that certain Term Loan Agreement dated as of March 10, 2022, as amended by that certain Omnibus Joinder Agreement and First Amendment to Loan Agreement and Other Loan Documents dated as of December 13, 2022 (as so amended and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”). Initially capitalized terms used without definition herein have the meanings assigned thereto in the Loan Agreement.

B. The Borrowers acknowledge that an Event of Default has occurred and is continuing under Section 11.1(j)(i) of the Loan Agreement as a result of the Guarantor’s failure to maintain Liquid Assets (as such term is defined in the Limited Payment Guaranty) of at least $13,000,000 (the “Specified Event of Default”).

C. Borrowers have requested that Administrative Agent and the Lenders agree to (i) waive the Specified Event of Default, and (ii) amend certain provisions of the Loan Agreement.

D. Administrative Agent and the Lenders have agreed to the requested waiver, and amendments in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the parties hereto hereby agree as follows:

ARTICLE I

ACKNOWLEDGMENTS

1.1 Affirmation of Recitals. Each Loan Party acknowledges that each of the recitals set forth above is true and correct.

1.2 Definitions. Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Loan Agreement shall have the meaning assigned to such term in the Loan Agreement. Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement,” the Loan Agreement or any other Loan Document and each other similar reference contained in each of the Loan Documents shall from and after the date hereof refer to such applicable Loan Document, as amended hereby.

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1.3 Outstanding Indebtedness. Each Loan Party acknowledges and confirms (a) that, as of June 29, 2023, the outstanding balance of the Loan is $88,125,000.00, and (b) that such amount is not subject to any defense, counterclaim, recoupment or offset of any kind.

1.4 Continuing Defaults. With respect to the Specified Event of Default, each Loan Party acknowledges that (a) the Specified Event of Default is continuing and has not been waived by virtue of any previous actions (or failure to act) by Administrative Agent or Lenders through any course of conduct or course of dealing or otherwise and (b) as a result of the existence of the Specified Event of Default, Administrative Agent and Lenders have the right to, among other things, (i) immediately terminate the Commitments, (ii) declare the Loan (with accrued interest thereon) and all other Obligations to be immediately due and payable and (iii) exercise any and all other rights and remedies available to Administrative Agent and Lenders under the Loan Agreement and the other Loan Documents.

ARTICLE II

AMENDMENTS TO LOAN AGREEMENT AND WAIVER OF SPECIFIED EVENT OF DEFAULT

2.1 Amendments to Loan Agreement. Upon the Effective Date (as defined below), the Loan Agreement is hereby amended (a) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (b) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked copy of the Loan Agreement, attached hereto as Exhibit A and made a part hereof for all purposes.

2.2 Waiver of Specified Events of Default. Administrative Agent and Lenders hereby agree to waive the Specified Event of Default. This is a one-time waiver only. Should any Events of Default exist in the future that are similar in kind or character to the Specified Event of Default, such Events of Default are not waived by Administrative Agent or Lenders and Administrative Agent and Lenders reserve all of their rights and remedies with respect to such future Events of Default.

2.3 Waiver Only Extends to Specified Event of Default. Administrative Agent and Lenders have not waived and are not waiving any Events of Default other than the Specified Event of Default, regardless of whether Administrative Agent and Lenders are aware of the existence or occurrence of such other Events of Default.

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ARTICLE III

CONDITIONS TO EFFECTIVENESS

3.1 Conditions Precedent. This Agreement shall become effective as of the date upon which each of the following conditions has been satisfied (such date, the “Effective Date”) or, in the sole discretion of Administrative Agent, waived by Administrative Agent:

(a) receipt by Administrative Agent of duly executed counterparts of this Agreement from Borrowers, Guarantor, and the Required Lenders or, at the option of Administrative Agent, all Lenders;

(b) receipt by Administrative Agent of the documentation evidencing the Conversant Equity Commitment all of which shall be in form and substance satisfactory to the Administrative Agent;

(c) receipt by Administrative Agent of the documentation evidencing the forbearance by Fannie Mae on any Indebtedness of the Guarantors or their subsidiaries, all of which shall be in form and substance satisfactory to the Administrative Agent

(d) receipt by Administrative Agent of confirmation that Borrowers have obtained a Hedge Agreement that complies with the requirements of Section 3.5 of the Loan Agreement, as amended hereby;

(e) funding by Borrowers, on or before July 3, 2023, of the Interest Rate Reserve in an amount of $2,300,000.00;

(f) receipt by Administrative Agent of an amendment fee in the amount of $100,000; and

(g) if required by Administrative Agent, Borrowers shall have paid all costs and expenses of Administrative Agent and Lenders in connection with this Agreement, the Loan Documents and the transactions contemplated hereby including an estimate of anticipated closing costs (it being understood that if Administrative Agent elects not to require payment prior to closing, Borrower shall pay such amounts upon being billed therefor by Agent).

ARTICLE IV

MISCELLANEOUS

4.1 Ratification. Each Loan Party has read this Agreement and consents to the terms hereof and further acknowledges and confirms that all of its obligations under the Loan Agreement and Loan Documents (as amended by this Agreement) are in full force and effect and are performable in accordance with their respective terms without setoff, defense, counter-claim or claims in recoupment.

4.2 No Waiver. Nothing contained in this Agreement, or any other communication between or among Administrative Agent, Lenders and any Loan Party, shall be construed as a waiver by Administrative Agent or Lenders of any covenant or provision of the Loan Agreement, the Loan Agreement, the Loan Documents, this Agreement or any other contract or instrument

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between or among any Loan Party, Administrative Agent and/or Lenders, or of any similar future transaction, and the failure of Administrative Agent and/or Lenders at any time or times hereafter to require strict performance by any Loan Party of any provision thereof shall not waive, affect or diminish any right of Administrative Agent and/or Lenders to thereafter demand strict compliance therewith. Nothing contained in this Agreement shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect Administrative Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the Loan Agreement or any Loan Documents, each as amended hereby, (ii) except as expressly provided herein, amend or alter any provision of the Loan Agreement or any Loan Documents or any other contract or instrument, or (iii) constitute any course of dealings or other basis for altering any obligation of any Loan Party under the Loan Agreement, the Loan Agreement or any Loan Documents or any right, privilege or remedy of Administrative Agent or any Lender under the Loan Agreement, any other Loan Documents or any other contract or instrument. Administrative Agent and Lenders hereby reserve all rights granted under the Loan Agreement, the other Loan Documents and any other contract or instrument between or among any Loan Party, Administrative Agent and Lenders.

4.3 Representations and Warranties. Each Loan Party represents and warrants to Administrative Agent and Lenders the following: (i) except for the Specified Event of Default, there does not exist any Default or Event of Default that is continuing, (ii) all other representations and warranties of each Loan Party contained in the Loan Agreement and the Loan Documents (and this Agreement shall constitute a “Loan Document” for all purposes) are true and correct in all material respects (or true and correct in all respects if such representation or warranty contains any materiality qualifier) on and as of the date hereof as though made on and as of the date hereof (or as of a specific earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Loan Agreement), and (iii) each Loan Party is in good standing under the laws of its jurisdiction of incorporation or organization, as applicable, and is qualified to do business and is in good standing in all states in which qualification and good standing are necessary for such Loan Party to conduct its respective businesses and own its respective Property, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

4.4 Except as expressly provided in this Agreement, the Loan Agreement shall continue in full force and effect. This Agreement is not intended to be or to create, nor shall it be construed as, a novation or an accord and satisfaction. From and after the Effective Date, references to the Loan Agreement in each Loan Document shall be references to the Loan Agreement as amended hereby. The Lenders party hereto hereby direct and instruct Administrative Agent to execute and deliver this Agreement and all documents to be executed in connection herewith, and to induce Administrative Agent to execute and deliver this Agreement and the other applicable documents, each Lender ratifies and confirms its obligations under, and the immunities and exculpatory provisions accruing to Administrative Agent under, the terms of the Loan Agreement and the Loan Documents and agrees that, as of the date hereof, such obligations, immunities and other provisions are without setoff, counterclaim, defense or recoupment. This Agreement shall constitute a Loan Document.

4.5 Each Loan Party hereby ratifies and confirms the Liens and security interests granted under the Loan Agreement and the Loan Documents and further ratifies and agrees that such Liens and security interests secure all Obligations now, hereafter or from time to time made by, owing to or arising in favor of Administrative Agent or Lenders pursuant to the Loan Agreement and the Loan Documents (as now, hereafter or from time to time amended).

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ALLY/SONIDA

4.6 This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged, modified or terminated orally, but only by an instrument in writing signed by the parties required to be a party thereto pursuant to the Loan Agreement.

4.7 This Agreement may be executed in any number of counterparts (including by facsimile or as a .pdf attachment), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile machine, portable document format (“PDF”) or other electronic means shall be as effective as delivery of a manually executed counterpart of this Agreement. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on the applicable signatories. Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. No party may raise the use of a telecopier, facsimile machine, PDF or other electronic means, or the fact that any signature was transmitted through the use of a telecopier, facsimile machine, PDF or other electronic means, as a defense to the enforcement of this Agreement.

4.8 If any term or provision of this Agreement is adjudicated to be invalid under applicable laws or regulations, such provision shall be inapplicable to the extent of such invalidity without affecting the validity or enforceability of the remainder of this Agreement which shall be given effect so far as possible.

4.9 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE LOAN AGREEMENT AND SHALL BE SUBJECT TO ANY WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE LOAN AGREEMENT.

[SIGNATURES ON FOLLOWING PAGES.]

SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT – Page 5

ALLY/SONIDA

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the day and year first above written.

[ALLY/SONIDA—SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT]

GUARANTOR/PLEDGOR ACKNOWLEDGEMENT AND AGREEMENT

Each undersigned Guarantor and/or Pledgor hereby consents to the execution, delivery and performance of the foregoing Second Amendment to, Consent and Waiver under Term Loan Agreement and ratifies and confirms its obligations under, as applicable, its Guaranty, Pledge Agreement, and each other Loan Document to which it is a party. This acknowledgment may be executed and delivered by electronic means and shall be governed and construed in accordance with the laws of the State of New York. Capitalized terms used in this acknowledgment but not otherwise defined shall have the meanings given to such terms in such Second Amendment to, Consent and Waiver under Term Loan Agreement or if not defined in such Second Amendment to, Consent and Waiver under Term Loan Agreement, in the Loan Agreement referenced therein.

[ALLY/SONIDA - SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT]

[ALLY/SONIDA - SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT]

Exhibit A

Marked Copy of Loan Agreement

[Not attached; this Exhibit incorporates this Amendment and previously filed Amendment into the Term Loan Agreement]

Exhibit 10.3

EXECUTION VERSION

SECOND AMENDED AND RESTATED LIMITED PAYMENT GUARANTY

THIS SECOND AMENDED AND RESTATED LIMITED PAYMENT GUARANTY (this “Guaranty”) is made as of June 29, 2023, by SONIDA SENIOR LIVING, INC., a Delaware corporation (“Guarantor”), in favor of ALLY BANK, a Utah state chartered bank, in its capacity as administrative agent (together with its successors and assigns, “Administrative Agent”) for itself and the Lenders (as defined below).

R E C I T A L S

A. Administrative Agent, the financial institutions party thereto as “Lenders” (the “Lenders”), and EACH OF THE PARTIES LISTED ON ANNEX A ATTACHED HERETO (collectively, the “Borrowers”) entered into that certain Term Loan Agreement dated March 10, 2022, as amended by Omnibus Joinder Agreement and First Amendment to Loan Agreement and Other Loan Documents dated as of December 13, 2022 (as amended, and as may be further amended, restated, supplemented, or otherwise modified from time to time, is referred to herein as the “Loan Agreement”) pursuant to which the Lenders extended a term loan to Borrowers in the amount of $98,125,000.00 (the “Loan”), as evidenced by that certain Amended and Restated Promissory Note dated as of December 13, 2022 (the “Note”).

B. Guarantor and Administrative Agent entered into that certain Amended and Restated Limited Payment Guaranty dated as of December 13, 2022 (the “Existing Guaranty”) as security for the Loan and Note.

C. Concurrently herewith, Existing Borrowers, Administrative Agent and the Lenders are entering into that certain Second Amendment to and Waiver Under Loan Agreement dated as of the date hereof. Capitalized terms used herein (including in these Recitals) without definition shall have the meanings given such terms under the Loan Agreement.

D. Administrative Agent and Guarantor desire to amend and restate the Existing Guaranty, and by their execution of this Guaranty, Administrative Agent and Guarantor do hereby amend and restate the Existing Guaranty in its entirety as of the date hereof, to secure the Loan and the other obligations under the Loan Agreement as further evidenced and secured by the Collateral Documents and the other Loan Documents.

E. Guarantor is a direct or indirect owner, as applicable, of Borrowers and will benefit from the Loan made or to be made by Lenders to Borrowers.

NOW THEREFORE, to induce Lenders to enter into the Loan Agreement and to make the Loan, and in consideration thereof, Guarantor unconditionally, absolutely and irrevocably guarantees and agrees as follows:

1. GUARANTY.

1.1 Guaranty of Obligations. Subject to the terms of Section 2 hereof, Guarantor hereby irrevocably and unconditionally guarantees to the Administrative Agent, the Lenders, and their respective successors and assigns the full and prompt payment and performance when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter,

of the indebtedness, liabilities and obligations of every kind and nature of Borrowers to the Administrative Agent and the Lenders arising under or in any way relating to the Loan Agreement or any of the other Loan Documents, including, without limitation, the Loan and all other Obligations, howsoever created, incurred or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, due or to become due, and howsoever owned, held or acquired by Lender (collectively, the “Guaranteed Obligations”). Without limitation to the foregoing, the Guaranteed Obligations shall include (a) all Expenses, including the cost and expenses of outside legal counsel and all court costs and costs of appeal incurred by the Administrative Agent and the Lenders in collecting any amount due the Administrative Agent and the Lenders under this Guaranty or in prosecuting any action against any Borrower, Guarantor or any other guarantor with respect to all or any part of the Guaranteed Obligations (collectively, the “Enforcement Costs”), and (b) all interest, fees, costs and expenses due the Administrative Agent or any Lender after the filing of a bankruptcy petition by or against any Borrower regardless of whether such amounts can be collected during the pendency of the bankruptcy proceedings.

1.2 Continuing Guaranty; Guaranty of Payment. This Guaranty is a continuing guaranty of the Guaranteed Obligations, and the Guarantor agrees that the obligations of the Guarantor to the Administrative Agent and the Lenders hereunder shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that Guarantor may have against the Administrative Agent, any Lender, any Borrower or any other Person other than payment of the Obligations. The Guarantor shall be regarded, and shall be in the same position, as the principal debtors with respect to the Guaranteed Obligations. The Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the first sentence of this Section 1.2 shall be null and void and may be ignored by the Administrative Agent and the Lenders, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Lenders have specifically agreed otherwise in writing. It is the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances, subject to Section 2 below. Additionally, Guarantor’s liability hereunder shall not be reduced as a result of any partial payments of principal by Borrowers, or from any realization on or proceeds of Collateral upon foreclosure, or acceptance of a deed in lieu thereof by Administrative Agent and/or Lenders, or any other exercise of remedies under the Loan Documents.

2. LIMITATION OF LIABILITY. Notwithstanding anything in this Guaranty to the contrary, the maximum liability of the Guarantor under this Guaranty is limited to the applicable Maximum Guaranty Amount (as defined below) plus all costs, fees and expenses of Administrative Agent and each Lender that are actually incurred in connection with enforcing this Guaranty. Furthermore, Guarantor’s individual liability under this Guaranty shall not be reduced by any amounts credited against the Loan on account of the purchase price or consideration paid for any Property at a foreclosure sale (or pursuant to a deed in lieu of foreclosure) except to the extent that the amounts so credited at such sale (or pursuant to such deed in lieu of foreclosure) reduce the principal balance to an amount less than the then-current maximum liability amount.

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2.1 For purposes of this Guaranty, the following terms shall have the following meanings:

“Maximum Guaranty Amount” means (a) at any time during the period before the occurrence of the First Reduction Event (as defined below), an amount equal to thirty-three (33%) of the then outstanding principal balance of the Term Loan, (b) at any time on or after the occurrence of the First Reduction Event, but prior to the occurrence of the Second Reduction Event (defined below), an amount equal to twenty-five (25%) of the then outstanding principal balance of the Term Loan, and (c) at any time on or after the occurrence of the Second Reduction Event, ten percent (10%) of the then outstanding principal balance of the Term Loan.

“First Reduction Event” means the satisfaction of all of the following conditions in a manner acceptable to Administrative Agent (a) the Debt Yield (calculated for the most recently ended period of twelve (12) consecutive calendar months, and without giving effect to any amount on deposit in the Equity Cure Fund, as of two (2) consecutive Test Dates is at least 8.0%, (b) no Default or Event of Default has occurred and is continuing and the Minimum Liquidity Reset Date has occurred, (c) Administrative Agent shall have received a duly executed Compliance Certificate for such Test Dates evidencing the foregoing, and (d) Administrative Agent shall have received satisfactory evidence that no admissions bans or bans on in-person sales tours or visitation of family and guests, in each case whether voluntary or involuntary, have been in effect at any Healthcare Facility for a period of at least sixty (60) days (with such sixty (60) day period ending on the date of the proposed reduction).

“Second Reduction Event” means the satisfaction of all of the following conditions in a manner acceptable to Administrative Agent (a) the Debt Yield (calculated for the most recently ended period of twelve (12) consecutive calendar months, and without giving effect to any amount on deposit in the Equity Cure Fund), as of two (2) consecutive Test Dates is at least 10.5%, (b) the Debt Service Coverage Ratio (calculated for the most recently ended period of twelve (12) consecutive calendar months) is at least 1.55 to 1.00, (c) no Default or Event of Default has occurred and is continuing and the Minimum Liquidity Reset Date has occurred, (d) Administrative Agent shall have received a duly executed Compliance Certificate for such Test Dates evidencing the foregoing, and (d) Administrative Agent shall have received satisfactory evidence that no admissions bans or bans on in-person sales tours or visitation of family and guests, in each case whether voluntary or involuntary, have been in effect at any Healthcare Facility for a period of at least sixty (60) days (with such sixty (60) day period ending on the date of the proposed reduction).

For purposes of calculating the Debt Service Coverage Ratio and Debt Yield hereunder, Consolidated EBITDAR shall be reduced by the amount of any COVID-Related Revenue otherwise included in Consolidated Net Income for such calculation periods, which such calculation of Consolidated Net Income shall be inclusive of deductions for any COVID-Related Expenses for such calculation periods.

3. NO WAIVER, RELEASE OR IMPAIRMENT. Nothing contained in this Guaranty shall be deemed to waive, release, affect or impair the indebtedness evidenced by the Loan Documents or the obligations of Borrowers under the Loan Documents, the liens and security interests created by the Loan Documents, Administrative Agent’s rights to enforce its rights and remedies under the Loan Documents and under this Guaranty or the indemnity provided herein, in the Loan Documents or in connection with the Loan, or otherwise provided in equity or under applicable law, including the right to pursue any remedy for injunctive or other equitable relief, or

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any suit or action in connection with the preservation, enforcement or foreclosure of the liens, mortgages, assignments and security interests which are now or at any time hereafter security for the payment and performance of all obligations under the Loan Agreement or in the other Loan Documents. As to Guarantor, the provisions of Section 1 and Section 2 of this Guaranty shall prevail and control over any contrary provisions elsewhere in this Guaranty or the other Loan Documents.

4. RIGHTS OF ADMINISTRATIVE AGENT AND LENDERS. Guarantor authorizes Administrative Agent and Lenders, without giving notice to Guarantor or obtaining Guarantor’s consent and without affecting the liability of Guarantor (but subject to any agreement with Borrowers as required under the Loan Documents), from time to time to (a) renew, modify, extend, increase, or otherwise change all or any portion of Borrowers’ obligations under, or other terms relating to, the Loan Agreement or any of the other Loan Documents; (b) declare all sums owing to Lenders under the Loan Agreement or any of the other Loan Documents due and payable upon the occurrence of an Event of Default under the Loan Documents; (c) make changes in the dates specified for payments of any sums payable in periodic installments under the Loan Agreement or any of the other Loan Documents; (d) otherwise amend or modify the terms of any of the Loan Documents; (e) take and hold security for the performance of Borrowers’ obligations under the Loan Agreement or the other Loan Documents and exchange, enforce, waive, subordinate and release any such security in whole or part; (f) apply such security and direct the order or manner of sale thereof as Administrative Agent in its discretion may determine; (g) release, substitute or add any one or more obligors under the Loan or guarantors of Borrowers’ obligations under the Loan Documents or all or any portion of the Collateral; (h) settle, release, compromise, collect or otherwise liquidate the Obligations or any portion thereof; (i) accept and apply payments received by Administrative Agent from any Borrower to any obligations of Borrowers to Administrative Agent and Lenders, in such order as Administrative Agent shall determine in its sole discretion, whether or not any such obligations are covered by this Guaranty; (j) assign this Guaranty in whole or in part; (k) assign, transfer or negotiate all or any part of the indebtedness guaranteed by this Guaranty; and (l) modify or terminate the terms of any intercreditor or subordination agreement pursuant to which claims of other creditors of Guarantor or any Borrower are subordinated to the claims of the Administrative Agent and the Lenders.

5. GUARANTOR’S WAIVERS.

5.1 Guarantor waives (a) any defense based upon any legal disability or other defense of any Borrower, any other Guarantor, any other guarantor or other person, or by reason of the cessation or limitation of the liability of any Borrower from any cause other than full payment and performance of those obligations of Borrowers which are guaranteed hereunder; (b) any defense based upon any lack of authority of the officers, directors, partners, managers, members or agents acting or purporting to act on behalf of Borrowers, Guarantor or any principal of any Borrower or Guarantor, any defect in the formation of any Borrower, Guarantor or any principal of any Borrower or Guarantor; (c) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrowers to Administrative Agent or intended or understood by Administrative Agent or Guarantor; (d) any and all rights and defenses arising out of an election of remedies by Administrative Agent even though that election of remedies (such as a nonjudicial foreclosure, if available and/or permitted, with respect to security for a guaranteed obligation) has or may have destroyed Guarantor’s rights

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of subrogation and reimbursement against the principal by the operation of any applicable state law or otherwise; (e) any defense based upon Administrative Agent’s failure to disclose to Guarantor any information concerning Borrowers’ financial condition or any other circumstances bearing on Borrowers’ ability to pay and perform their obligations under the Loan Agreement or any of the other Loan Documents or upon the failure of any other principals of any Borrower to guaranty the Loan; (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Administrative Agent’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (h) any right of subrogation, any right to enforce any remedy which Administrative Agent may have against any Borrower and any right to participate in, or benefit from, any security for the Loan Agreement and the other Loan Documents now or hereafter held by Administrative Agent until such time as all amounts due to Lenders have been paid in full; (i) counterclaim, set-off, presentment, demand, protest and notice of any kind; and (j) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof.

5.2 Guarantor further waives any and all rights and defenses that Guarantor may have because Borrowers’ debt is secured by real property; this means, among other things, that: (a) Administrative Agent may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by any Borrower; (b) if Administrative Agent forecloses on any real property collateral pledged by any Borrower, then (i) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (ii) Administrative Agent may collect from Guarantor even if Administrative Agent, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from such Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrowers’ debt is secured by real property. These rights and defenses being waived by Guarantor include, but are not limited to, any rights or defenses based upon deficiency limitation or anti-deficiency, redemption or other similar rights, if any. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives, to the extent permitted by law, any and all rights and defenses (other than the defense of full payment and performance of those obligations of Borrowers which are guaranteed hereunder), including, without limitation, any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under applicable law until Borrowers’ obligations to Administrative Agent and Lenders are fully performed and discharged. Finally, Guarantor agrees that the payment or performance of any act which tolls any statute of limitations applicable to the Loan Agreement or any of the other Loan Documents shall similarly operate to toll the statute of limitations applicable to Guarantor’s liability hereunder.

5.3 The obligations of Guarantor shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of any Borrower, any other Guarantor, or any other guarantor of the Obligations or any other Person or its or their respective estates in bankruptcy resulting from the operation of any present or future provision of the Bankruptcy Code or other similar statute, or from the decision of any court. Guarantor waives any defense based upon Agent’s or Lenders’ election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute or any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code.

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6. REPRESENTATIONS, WARRANTIES, AND COVENANTS. Guarantor hereby represents, warrants, and covenants to Administrative Agent and the Lenders as of the date hereof that:

6.1 Organization. Guarantor has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental or otherwise, necessary to own its properties and to transact business in every state in which it is now engaged. Guarantor is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, business and operations.

6.2 Authorization; Enforceability. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid, and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and general principles of equity. This Guaranty is not subject to, and Guarantor has not asserted, any right of rescission, set-off, counterclaim or defense, including the defense of usury. No exercise of any of the terms or conditions of this Guaranty, or any right hereunder, will render this Guaranty unenforceable.

6.3 No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor and the transactions contemplated hereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than pursuant to the Loan Documents) upon any of the properties and assets of Guarantor pursuant to the terms of, any agreement or instrument to which Guarantor is a party or by which its property is subject, nor will such action result in any violation of Applicable Law with respect to Guarantor or any of its properties. Any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

6.4 Litigation. There are no actions, suits or other proceedings at law or in equity by or before any Governmental Authority now pending or threatened in writing against or affecting Guarantor, which, if adversely determined, might, individually or in the aggregate, have a material adverse effect on Guarantor.

6.5 No Defaults. No event or circumstance has occurred or exists that constitutes a default or event of default under Section 12 hereof. Guarantor is not in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any agreement to which Guarantor is a party where such default would have a Material Adverse Effect on Guarantor.

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6.6 No Bankruptcy Filing; Solvency. Guarantor is not presently subject to any Insolvency Proceeding, nor is Guarantor contemplating either the filing of any Insolvency Proceeding nor has any knowledge of any Person contemplating the filing of any such petition against Guarantor. Guarantor is Solvent.

6.7 Full and Accurate Disclosure. Neither this Guaranty nor any document, financial statement, credit information, certificate or statement heretofore furnished or required herein to be furnished to Administrative Agent by Guarantor contains any untrue statement of a material fact or omits to state a fact material to this Guaranty. Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents.

6.8 Guarantor’s Diligence. Guarantor has established adequate means of obtaining from sources other than the Administrative Agent and the Lenders, on a continuing basis, financial and other information pertaining to Borrowers’ financial condition, the Healthcare Facilities and Borrowers’ activities relating thereto and the status of Borrowers’ performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder, and Administrative Agent and the Lenders have made no representation to Guarantor as to any such matters.

6.9 Assets. Except to the extent permitted under the Loan Agreement (including any Permitted Asset Disposition), Guarantor has not and will not sell, lease, assign, encumber, pledge, hypothecate, mortgage, transfer or otherwise dispose of any of its Equity Interests in Borrowers and Guarantor shall not enter into or make any agreement to do so.

6.10 Financial Information.

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6.11 Guarantor Financial Covenants. As of the last day of each Fiscal Quarter, commencing on June 30, 2022, and continuing thereafter:

(a) At all times, so long as this Guaranty remains in effect, the Tangible Net Worth of Guarantor shall be equal to or greater than $150,000,000. For purposes of this Guaranty, “Tangible Net Worth” means, as of any date of determination, (i) the total assets (exclusive of all assets that constitute Collateral under the Loan Documents and all intangible assets) of Guarantor as of such date determined in accordance with GAAP (or such other method of accounting acceptable to Administrative Agent) minus (b) the total liabilities (exclusive of all liabilities of the Borrowers) of Guarantor as of such date determined in accordance with GAAP (or such other method of accounting acceptable to Administrative Agent). For purposes of clause (i) of this definition, “total assets” shall include gross property, plant and equipment listed on Guarantor’s balance sheet without deduction for accumulated depreciation or amortization.

(b) At all times, so long as this Guaranty remains in effect, the consolidated Liquid Assets of Guarantor shall be equal to or greater than the Minimum Liquidity Threshold; provided, that at all times during the Minimum Liquidity Waiver Period the minimum Unrestricted Cash maintained by Guarantor shall be equal to or greater than $6,000,000, a breach of which shall not constitute an Event of Default hereunder so long as Guarantor complies or causes Borrowers to comply with the provisions of Section 9.3(c) of the Loan Agreement. For purposes hereof:

“Liquid Assets” means all Unrestricted Cash, cash equivalents, and short-term marketable securities.

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“Minimum Liquidity Threshold” means the minimum required Liquid Assets that must be maintained at all times during the following periods:

provided, however, that upon the occurrence of any Minimum Liquidity Reset Date under and as defined in the Loan Agreement, the Minimum Liquidity Threshold shall be $13,000,000 on such date and at all times thereafter.

“Unrestricted Cash” means unrestricted and unencumbered cash (which, for purposes hereof, shall include the balance of any funds held by Administrative Agent in the Debt Service Reserve and Interest Rate Cap Reserve at such applicable time pursuant to Sections 3.4 and 3.5 of the Loan Agreement).

(c) From the date hereof until the Minimum Liquidity Reset Date, the Guarantor shall not make, directly or indirectly, any Distributions except for the paid in kind dividend applicable to Guarantor’s Series A Preferred Shares existing on the date hereof. For the avoidance of doubt, if the Guarantor declares any Distribution prior to the Minimum Liquidity Reset Date, such Distribution shall not be made until after the Minimum Liquidity Reset Date and any Distribution declared prior to the Minimum Liquidity Reset Date shall be subordinated to this Guaranty on terms and conditions and subject to documentation satisfactory to Administrative Agent. For purposes hereof: “Distributions” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Guarantor, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest or on account of any return of capital to the Guarantor’s stockholders, partners or members (or the equivalent Person thereof). “Equity Interests” means with respect to any Person, all of the shares (common, preferred or otherwise) of capital stock of (or other ownership or profit interests in, including membership

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interests in) such Person, whether voting or non-voting, and all warrants, options or other rights (regardless of how designated) for the purchase or acquisition from such Person of such shares of capital stock of (or other ownership or profit interests in, including membership interests in or beneficial interest in a trust of) such Person.

6.12 Guarantor Indebtedness. Guarantor shall furnish to Administrative Agent, immediately and in any event within one Business Day of Guarantor’s knowledge of any event that occurs under Section 12.6 hereof.

7. GUARANTOR’S ACKNOWLEDGMENTS. Guarantor acknowledges that (a) the Lenders would not make the Loan but for this Guaranty and (b) there are no conditions precedent to the effectiveness of this Guaranty.

8. SUBORDINATION. Guarantor subordinates all present and future indebtedness owing by Borrowers to Guarantor to the obligations at any time owing to Administrative Agent and/or Lenders under the Loan Documents until such obligations have been fully performed and discharged. Guarantor assigns all such indebtedness to Administrative Agent as security for this Guaranty and the other Loan Documents. Guarantor agrees to make no claim for such indebtedness until all obligations of Borrowers under the Loan Documents have been fully discharged. Guarantor further agrees not to assign all or any part of such indebtedness unless Administrative Agent is given prior notice and such assignment is expressly made subject to the terms of this Guaranty. If Administrative Agent so requests, (a) all instruments evidencing such indebtedness shall be duly endorsed and delivered to Administrative Agent, (b) all security for such indebtedness shall be duly assigned and delivered to Administrative Agent, (c) such indebtedness shall be enforced, collected and held by Guarantor as trustee for Administrative Agent and shall be paid over to Administrative Agent on account of the Loan but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty, and (d) Guarantor shall execute, file and record such documents and instruments and take such other action as Administrative Agent deems reasonably necessary or appropriate to perfect, preserve and enforce Administrative Agent’s and Lenders’ rights in and to such indebtedness and any security therefor. If Guarantor fails to take any such action, Administrative Agent, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor. The foregoing power of attorney is coupled with an interest and cannot be revoked.

9. BANKRUPTCY OF BORROWERS. In any bankruptcy or other proceeding in which the filing of claims is required by law, Guarantor shall file all claims which Guarantor may have against any Borrower relating to any indebtedness of any Borrower to Guarantor and shall assign to Administrative Agent, all rights of Guarantor thereunder. If Guarantor does not file any such claim, Administrative Agent, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Administrative Agent’s discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Administrative Agent’s nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Administrative Agent or its nominee shall have the right, in its reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Administrative Agent the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to Administrative

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Agent, all of Guarantor’s rights to any such payments or distributions; provided, however, Guarantor’s obligations hereunder shall not be satisfied except to the extent that Administrative Agent receives cash by reason of any such payment or distribution. If Administrative Agent receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, the obligations of Guarantor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Administrative Agent or any Lender as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery, or (b) full payment and performance of all of the indebtedness and obligations evidenced and secured by the Loan Documents.

10. ADDITIONAL, INDEPENDENT AND UNSECURED OBLIGATIONS. This Guaranty is a continuing guaranty of payment and not of collection and cannot be revoked by Guarantor and shall continue to be effective with respect to any indebtedness referenced in Section 1 hereof arising or created after any attempted revocation hereof. The obligations of Guarantor hereunder shall be in addition to and shall not limit or in any way affect the obligations of Guarantor under any other existing or future guaranties unless said other guaranties are expressly modified or revoked in writing. This Guaranty is independent of the obligations of Borrowers under the Loan Agreement and the other Loan Documents. Administrative Agent may bring a separate action to enforce the provisions hereof against Guarantor without taking action against any Borrower or any other party or joining any Borrower or any other party as a party to such action. Except as otherwise provided in this Guaranty, this Guaranty is not secured and shall not be deemed to be secured by any security instrument unless such security instrument expressly recites that it secures this Guaranty.

11. ENFORCEABILITY. Guarantor hereby acknowledges that (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, (c) as part of Administrative Agent’s and Lenders’ consideration for entering into this transaction, Administrative Agent and Lenders have specifically bargained for the waiver and relinquishment by Guarantor of all such defenses (other than the defense of full payment and performance of those obligations of Borrowers which are guaranteed hereunder), and (d) Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to Administrative Agent and Lenders that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Administrative Agent and Lenders, and that Administrative Agent and Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof.

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12. EVENTS OF DEFAULT. Upon the occurrence of any of the following events (each, an “Event of Default”), Administrative Agent shall be entitled to pursue all available remedies under the Loan Documents, at law or in equity as a result thereof, and Administrative Agent may (on behalf of Lenders), without notice to any Borrower or Guarantor, declare any or all of the Obligations, whether or not then due, immediately due and payable by Borrowers under the Loan Documents:

12.1 Event of Default under Loan Documents. The occurrence of an Event of Default under and as defined in the Loan Agreement or any other Loan Document.

12.2 Representations, Warranties and Information. If any representation or warranty made, or financial or other information provided, by Guarantor hereunder or any Loan Document shall be false or misleading in any material respect as of the date the representation or warranty was made or the financial or other information was provided.

12.3 Insolvency Proceedings. If a receiver, liquidator or trustee shall be appointed for Guarantor; or Guarantor shall make an assignment for the benefit of creditors or be adjudicated a bankrupt or insolvent under any Debtor Relief Law; or any Insolvency Proceeding, shall be filed by or against, consented to, or acquiesced in by, Guarantor; provided, however, if such appointment, adjudication, or Insolvency Proceeding was involuntary and not consented to by Guarantor, only upon the same not being discharged, stayed or dismissed within sixty (60) days.

12.4 Failure to Perform. (a) Guarantor fails make any payment owing to Administrative Agent or any Lender within ten (10) days following written demand, (b) Guarantor fails to perform or otherwise violates or breaches any of the covenants set forth in Section 6.10 or Section 6.11 of this Guaranty, (c) Guarantor fails to perform any of its obligations under this Guaranty or any other breach of this Guaranty occurs (other than any failure or breach covered by the foregoing subclauses (a) and (b)) and such failure or breach continues for a period of thirty (30) calendar days after the earlier of (i) the date on which any Authorized Officer of Guarantor first becomes aware (or should have become aware) of such failure or breach and (ii) the date on which written notice thereof is given to Borrowers by Administrative Agent, or (d) this Guaranty is revoked or terminated by Guarantor.

12.5 Sale of Assets. Guarantor sells, assigns, conveys, transfers or otherwise disposes of all or substantially all of Guarantor’s assets.

12.6 Cross-Default. If (i) Guarantor shall default beyond any notice and/or grace period in the payment of principal or interest of any recourse Indebtedness of Guarantor; or (ii) Guarantor otherwise defaults under the terms of any such recourse Indebtedness if the effect of such default is to enable the holder of such recourse Indebtedness to accelerate the payment of Guarantor’s obligations, thereunder, prior to the maturity date or prior to the regularly scheduled date of payment (without regard to the provisions of any intercreditor agreement that would restrict the ability of the holder to so accelerate or exercise any remedies). For purposes hereof, “recourse Indebtedness” shall not include any Indebtedness to Fannie Mae (the “Fannie Mae Debt”) for which forbearance is provided by the Forbearance Agreement among Fannie Mae, the Guarantor and certain of its affiliates (the “Fannie Mae Forbearance”) of a concurrent date herewith but only until the earlier to occur of (A) the occurrence of a default or event of default under the Fannie Mae Forbearance; (B) A Loan Modification Agreement (as such term is defined in the Fannie Mae Forbearance) is entered into with respect to the Fannie Mae Debt which waives the defaults that are the subject of the Fannie Mae Forbearance and such amendment and waiver is on substantially the terms set forth in the Fannie Mae Forbearance; and (C) October 1, 2023.

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13. REMEDIES. If any event of default set forth in Section 12 occurs and is continuing, Administrative Agent shall have all such remedies at law or in equity with respect to the same, including to proceed directly and at once against the Guarantor to collect and recover the full extent of Guarantor’s liability hereunder as limited by Section 2 hereof.

14. MISCELLANEOUS.

14.1 Notices. All notices, consents, approvals and requests required or permitted under this Guaranty (a “Notice”) shall be given in writing and shall be effective for all purposes if either hand delivered with receipt acknowledged, or by a nationally recognized overnight delivery service (such as Federal Express), or by certified or registered United States mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address or Person as a party shall designate from time to time by notice to the other party):

Ally Bank

3 Bethesda Metro Center, Suite 925

Bethesda, MD 20814

Attention: Portfolio Manager

Email: jeremy.bilson@ally.com

With a copy to:

Ally Bank

300 Park Avenue, 4^th Floor

New York, NY 10022

Attention: Legal Services/Jorge Wagner

Email: jorge.wagner@ally.com

and:

Holland & Knight LLP

1180 West Peachtree Street, Suite 1800

Atlanta, GA 30309

Attn: Cindy Brazell, Esq.

Email: Cindy.Brazell@hklaw.com

If to Guarantor:

Sonida Senior Living, Inc.

16301 Quorum Drive, Suite 160A

Addison, Texas 75001

Attention: Brandon Ribar

Email: bribar@sonidaliving.com

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and:

Sonida Senior Living, Inc.

16301 Quorum Drive, Suite 160A

Addison, Texas 75001

Attention: David R. Brickman

Email: dbrickman@sonidaliving.com

with a copy to:

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

Attention: Winston W. Walp II

Email: win.walp@nortonrosefulbright.com

A Notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of overnight delivery, upon the first attempted delivery on a Business Day.

14.2 Attorneys’ Fees and Expenses; Enforcement. If any attorney is engaged by Administrative Agent or any Lender to enforce or defend any provision of this Guaranty, then Guarantor shall immediately pay to Administrative Agent or such Lender, upon written demand, the amount of all attorneys’ fees and expenses and all costs incurred in connection therewith, including all trial and appellate proceedings in any legal action, suit, bankruptcy or other proceeding, together with interest thereon from the date ten (10) days after such written demand until paid at the rate of interest applicable to the principal balance outstanding under the Loan Agreement as specified therein. In the event of any legal proceedings, court costs and attorneys’ fees shall be set by the court and not by jury and shall be included in any judgment obtained by Administrative Agent or Lenders.

14.3 No Waiver. No failure of Administrative Agent or Lenders to exercise, or delay by Administrative Agent or Lenders in the exercise of, any of its rights and remedies granted herein following the occurrence of a default or of any breach of any of the provisions of this Guaranty or of any other document shall constitute a waiver of any of Administrative Agent’s or Lenders’ rights with respect to such default or breach or any subsequent default or breach (whether or not similar). Any failure or delay by Administrative Agent or Lenders to require strict performance by Guarantor of any of the provisions, warranties, terms and conditions contained herein or in any other agreement, document or instrument, shall not affect Administrative Agent’s or Lenders’ right to demand strict compliance and performance therewith.

14.4 Loan Sales and Participation; Disclosure of Information. Guarantor agrees that each Lender may elect, at any time, to sell, assign or grant participation in all or any portion of its rights and obligations under the Loan Documents and this Guaranty, and that any such sale, assignment or participation may be to one or more financial institutions, private investors, and/or

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other entities (“Participant”), at such Lender’s sole discretion subject to compliance with the applicable terms of the Loan Agreement. Guarantor further agrees that Administrative Agent and Lenders may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) all documents and information (including, without limitation, all financial information) which has been or is hereafter provided to or known to Administrative Agent or any Lender with respect to: (a) each Healthcare Facility and its operation; (b) any party connected with the Loan (including, without limitation, Borrowers, any partner, shareholder, joint venturer, manager or member of any Borrower, any constituent partner, shareholder, joint venturer, manager or member of any Borrower, Guarantor, any Indemnitor (as defined in the Loan Agreement) and any other guarantor)); and/or (c) any lending relationship other than the Loan which Administrative Agent or any Lender may have with any party connected with the Loan. In the event of any such sale, assignment or participation, the applicable Lender and the parties to such transaction shall share in the rights and obligations of such Lender as set forth in the Loan Documents only as and to the extent they agree among themselves. In connection with any such sale, assignment or participation, Guarantor further agrees that this Guaranty shall be sufficient evidence of the obligations of Guarantor to each purchaser, assignee, or participant, and upon written request by Administrative Agent, Guarantor shall consent to such amendments or modifications to the Loan Documents as may be reasonably required in order to evidence any such sale, assignment or participation, provided the same was made in compliance with the applicable terms of the Loan Agreement.

Anything in this Guaranty to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Guaranty, including this Section, any Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from its obligations thereunder.

14.5 WAIVER OF RIGHT TO TRIAL BY JURY. GUARANTOR AND ADMINISTRATIVE AGENT HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND ADMINISTRATIVE AGENT, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EITHER PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION 14.5 IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER.

14.6 Severability. Any provision of this Guaranty or of any related instrument or document executed pursuant hereto which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Laws, Guarantor hereby waives any provision of law which renders any provision hereof or thereof prohibited or unenforceable in any respect.

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14.7 Heirs, Successors and Assigns. This Guaranty shall be binding upon, and shall inure to the benefit of, Guarantor, Administrative Agent, Lenders and their respective heirs, executors, administrators, nominees, successors and assigns.

14.8 Time. Time is of the essence of each and every term herein.

14.9 Governing Law; Venue, etc.

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14.10 Survival. This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Administrative Agent under the Loan Agreement or any of the other Loan Documents, including, without limitation, any foreclosure or deed in lieu thereof.

14.11 No Modification, Waiver or Release Without Writing. Except as may otherwise be expressly set forth herein, this Guaranty may not be modified, amended, revised, revoked, terminated, changed or varied in any way whatsoever, nor shall any waiver of any of the provisions of this Guaranty be binding upon Administrative Agent or Lenders, except as expressly set forth in a writing duly executed by Administrative Agent (on behalf of Lenders). No waiver by Administrative Agent (on behalf of Lenders) of any default shall operate as a waiver of any other default or the same default on a future occasion, and no action by Administrative Agent (on behalf of Lenders) permitted hereunder shall in any way affect or impair Administrative Agent’s or any Lender’s rights or the obligations of Guarantor under this Guaranty.

14.12 Headings. The section headings in this Guaranty are included herein for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose.

14.13 Powers Of Attorney. The powers of attorney granted by Guarantor to Administrative Agent in this Guaranty shall be unaffected by the disability of the principal so long as any portion of the Loan remains unpaid or unperformed. Administrative Agent shall have no obligation to exercise any of the foregoing rights and powers in any event.

14.14 Rules of Construction. The word “Borrower” or “Borrowers” as used herein shall include each named Borrower and any other person at any time assuming or otherwise becoming primarily liable for all or any part of the obligations of any named Borrower under the Loan Agreement and the other Loan Documents. The term “person” as used herein shall include any individual, company, trust or other legal entity of any kind whatsoever. If this Guaranty is executed by more than one person, the term “Guarantor” shall include all such persons. The word “Lender” or “Lenders” as used herein shall include each Lender, their successors, assigns and affiliates. The word “Administrative Agent” as used herein shall include Administrative Agent, its successors, assigns and affiliates.

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14.15 Use of Singular and Plural; Gender. When the identity of the parties or other circumstances make it appropriate, the singular number includes the plural, and the masculine gender includes the feminine and/or neuter.

14.16 No Marshaling. The Administrative Agent and the Lenders have no obligation to marshal any assets in favor of the Guarantor, or against or in payment of (a) any of the Guaranteed Obligations, or (b) any other obligation owed to the Administrative Agent or any Lender by Guarantor, any Borrower or any other Person.

14.17 General. Neither this Guaranty nor any of the provisions contained herein shall in any manner affect or limit or reduce in any way the liability of Guarantor under that certain Carve-Out Guaranty dated as of the Closing Date by and among the Guarantor for the benefit of Administrative Agent on behalf of itself and the Lenders.

14.18 Integration; Interpretation. This Guaranty contains the entire agreement of the parties with respect to the matters contemplated hereby and supersedes all prior negotiations or agreements, written or oral. This Guaranty shall not be modified except by written instrument executed by all parties.

14.19 Amendment and Restatement. This Guaranty shall amend and restate the Existing Guaranty in its entirety, without constituting a novation.

14.20 Rights Cumulative. Neither this Guaranty nor any of the provisions herein shall in any manner affect, limit, or reduce in any way the liability of Guarantor under (a) that certain Carve-Out Guaranty dated as of March 10, 2022, between Guarantor and Administrative Agent (the “Recourse Guaranty”), or (b) that certain Environmental Indemnity Agreement dated as of March 10, 2022, between Borrowers and Guarantor for the benefit of the Administrative Agent and the Lenders (the “Environmental Indemnity”), and (c) the other Loan Documents. The exercise of any one right does not exclude the exercise of any other right given in this Guaranty, the Recourse Guaranty, the Environmental Indemnity or the other Loan Documents or any other right of the Administrative Agent and Lenders not set forth in this Guaranty, the Recourse Guaranty, the Environmental Indemnity or the other Loan Documents.

14.21 Counterparts. This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile machine, portable document format, or other electronic means shall be as effective as delivery of a manually executed counterpart of this Agreement.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date appearing on the first page of this Guaranty.

[ALLY/SONIDA – SECOND A&R LIMITED PAYMENT GUARANTY]

ANNEX A

LIST OF BORROWERS

each, a Delaware limited liability company

Exhibit 10.4

Execution Version

EQUITY COMMITMENT AGREEMENT

BY AND AMONG

SONIDA SENIOR LIVING INC.,

CONVERSANT DALLAS PARKWAY (A) LP

AND

CONVERSANT DALLAS PARKWAY (B) LP

DATED AS OF JUNE 29, 2023

i

ii

EQUITY COMMITMENT AGREEMENT

EQUITY COMMITMENT AGREEMENT (this “Agreement”), dated as of June 29, 2023 (“Effective Date”), by and among Sonida Senior Living, Inc., a Delaware corporation (the “Company”), Conversant Dallas Parkway (A) LP, a Delaware limited partnership (“Investor A”) and Conversant Dallas Parkway (B) LP, a Delaware limited partnership (“Investor B”, and together with Investor A, “Investors”). Capitalized terms used in this Agreement have the meaning set forth in Section 6.1, unless defined elsewhere herein.

RECITALS

WHEREAS, subject to the terms and conditions set forth herein, Investors, together, will agree herein to purchase the Private Placement Shares (as defined below) in a private placement pursuant to Section 4(a)(2) of the Securities Act.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

EQUITY COMMITMENT; PRIVATE PLACEMENT; COMMITMENT FEE

SECTION 1.1 The Equity Commitment. Subject to the terms and conditions of this Agreement and during the Term (as defined below), Investors hereby agree that Investors will fund to the Company, from time to time as designated by the Company at its discretion, an amount or amounts as designated by the Company (each an “Equity Draw”) in return for which Investors will receive the Private Placement Shares in accordance with Section 1.2 (the “Equity Commitment”). Any Equity Draw shall be at least in the minimum amount of $1,000,000 and all Equity Draws together shall not exceed $13,500,000 (or such lesser amount which would result in the Equity Commitment Shares (as defined below) being less than 20% of the number of shares of Common Stock (as defined below) of the Company before the issuance of the Equity Commitment Shares). If the Company desires to make any Equity Draw, the Company shall notify Investors in writing of the amount of the Equity Draw (the “Draw Notice”) at least fifteen (15) days prior to the first day of the calendar month on which the Company desires to receive such Equity Draw; provided, however, if the Company needs to make an Equity Draw in order to address a monetary default or a potential monetary default anticipated within the next 10 days under any of the Company’s loans (“Fannie Loans”) with Fannie Mae (“Fannie”), the Company may give a Draw Notice at any time upon 10 days prior notice to Investor.

SECTION 1.2 Private Placement. Subject to the terms and conditions of this Agreement, within three (3) Business Days after the funding of such Equity Draw, pursuant to Section 4(a)(2) of the Securities Act, the Company shall issue to Investors (the “Private Placement”) shares of Company common stock, par value $0.01 per share (“Common Stock”), equal in number to the amount of the Equity Draw divided by the issue price (“Issue Price”) of the Common Stock issued at the time or times any Equity Draw is funded in accordance with the Draw Notice (the “Private Placement Shares”). Issue Price shall mean $10 per share.

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SECTION 1.3 Commitment Fee. The Company and Investors hereby acknowledge and agree that, in consideration for the Company’s right to require Investors to fund the Equity Draws in return for the Private Placement Shares pursuant to the Equity Commitment on the terms and conditions set forth in this Agreement, the Company shall issue to Investors 67,500 shares of Common Stock (the “Commitment Fee Shares”) within three (3) Business Days after the Effective Date (calculated by $675,000 fee divided by Issue Price). The Commitment Fee Shares are also issued pursuant to Section 4(a)(2) of the Securities Act.

SECTION 1.4 Adjustments. The number of shares of Common Stock issued as part of the Private Placement Shares shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Common Stock that occurs during the Term of this Agreement and prior to the applicable Equity Draw.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1 Representations and Warranties of the Company. Except as disclosed in the Company Reports filed by the Company or furnished by the Company to the SEC and made available to Investors, on or after January 1, 2022, and at least two days prior to the Effective Date, the Company represents and warrants to Investors as follows:

(a) Organization and Standing. The Company is organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Shares. The Private Placement Shares and the Commitment Fee Shares (together the “Equity Commitment Shares”) to be delivered to Investors hereunder have been duly authorized and, when issued and paid for pursuant to this Agreement shall be validly issued, fully paid and non-assessable. As of each issuance date, the Company shall have the right, authority and power to sell, assign and transfer the Equity Commitment Shares to Investors. Upon delivery of such shares to Investors, Investors shall acquire good, valid and marketable title to such shares, free and clear of all Liens other than restrictions on transfer imposed by applicable securities Laws or in this Agreement. As of the Effective Date, the shares of Common Stock to be issued upon any Equity Draw will be duly reserved for such issuance.

(c) Authorization, Execution and Delivery and Enforceability. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. This Agreement has been duly

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executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

(d) No Conflicts. Neither the execution and delivery by the Company of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof will (i) violate or conflict with the Certificate of Incorporation (as amended) or Bylaws (as amended) of the Company, (ii) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (iii) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(e) Consents and Approvals. Except (i) for compliance with any applicable state securities or blue sky laws and (ii) as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries as a whole, no notice to, authorization, order, consent or approval of, exemption or review by, or filing, declaration or registration with, any Governmental Entity or stock exchange, nor expiration or termination of any statutory waiting period, is necessary for the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement.

(f) Company Reports; Financial Statements; Compliance with Law.

(i) The Company has filed, on a timely basis, all forms, reports, prospectuses, proxy statements and documents (together with all amendments thereof and supplements thereto) required to be filed by it with the SEC since January 1, 2021 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Company Reports”). The Company Reports (as of the date filed with the SEC and, in the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company Reports amended or superseded by a filing prior to the Effective Date, then on the date of such amending or superseding filing) (i) have complied in all material respects with either the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated by the SEC thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(ii) The consolidated financial statements of the Company, and the related notes thereto, included or incorporated by reference in the Company Reports, as of the date filed with the SEC (and, in the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company Report amended or superseded by a filing prior to the Effective Date, then on the date of such amending or superseding filing), have complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly presented, in all material respects (subject, in the case of the unaudited statements, to normal year-end adjustments and the absence of footnote disclosure, none of which, individually or in the aggregate, are material to the Company and its Subsidiaries taken as a whole), the consolidated financial position of the Company and its consolidated Subsidiaries as of the date of such financial statements and the consolidated results of their operations and cash flows for each of the periods then ended.

(iii) Neither the Company nor any of its Subsidiaries is currently in violation of any applicable Law, except where such violation would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect.

(g) Brokers, Finders, etc. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or its Affiliates.

(h) Private Placement. Based in part on Investors’ representations in Section 2.2, the offer and sale of the Equity Commitment Shares is exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations promulgated thereunder. Without limiting the foregoing, neither the Company, nor any other person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of the Equity Commitment Shares and neither the Company, nor any person authorized by the Company to act on its behalf, has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Equity Commitment Shares under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in Regulation D or any other applicable exemption from registration under the Securities Act not being available, nor will the Company take any action or steps that would cause the offering or issuance of the Equity Commitment Shares to be integrated with other offerings.

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(i) No Additional Representations. Except for the representations and warranties made by the Company in this Section 2.1, none of the Company or any of its Subsidiaries or representatives makes any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to itself, its Subsidiaries, their respective businesses, this Agreement, or the transactions contemplated by the Agreement.

SECTION 2.2 Representations and Warranties of Investors. Each Investor represents and warrants to the Company as follows:

(a) Organization and Standing; Authority. Such Investor is organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Such Investor has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. The execution and delivery by such Investor of this Agreement and the consummation by such Investor of the transactions contemplated by this Agreement have been duly authorized by all requisite corporate or other similar organizational action on the part of such Investor. This Agreement has been duly executed and delivered by such Investor. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of such Investor, enforceable against it in accordance with its respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

(b) No Conflicts. Neither the execution, delivery and performance by Investors of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by Investors with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the properties or assets of Investors under any of the terms, conditions or provisions of (A) its governing instruments or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which either Investor is a party or by which it may be bound, or to which either Investor or any of the properties or assets of such Investor may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any law, statute, ordinance, rule or regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to either Investor or any of its respective properties or assets except in the case of clauses (i)(B) and (ii) for such violations, conflicts and breaches as would not reasonably be expected to materially and adversely affect Investors’ ability to perform its respective obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

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(c) Consents and Approvals. No notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, nor expiration or termination of any statutory waiting period, is necessary for the consummation by Investors of the transactions contemplated by this Agreement.

(d) Financial Capability.

(i) Investors will have access to available funds necessary to fulfill the Equity Commitment on the terms and conditions contemplated by this Agreement. Investors are not aware as of the Effective Date of any reason by which the funds sufficient to fulfill its obligations under Article I will not be available when needed under this Agreement.

(ii) It is expressly acknowledged and agreed by each Investor that the obligations of such Investor under this Agreement are not subject to any conditions regarding each Investor’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby.

(e) Brokers, Finders, etc. Neither Investor nor their Affiliates or any of their respective officers, directors, employees or agents has employed any broker or finder for which the Company will incur any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees.

(f) Purchase for Investment. Each Investor acknowledges its understanding that the offering and sale of the Equity Commitment Shares are intended to be exempt from registration under the Securities Act and that the Company is relying upon the truth and accuracy of such Investor’s representations and warranties contained herein and such Investor’s compliance with this Agreement in order to determine the availability of such exemptions and the eligibility of Investors to acquire the Equity Commitment Shares in accordance with the terms and provisions of this Agreement. In furtherance thereof, each Investor represents and warrants to the Company that:

(i) Such Investor is an institutional “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, and, if there should be any change in such status prior to any Equity Draw, such Investor will promptly inform the Company of such change; and

(ii) Such Investor (A) has the financial ability to bear the economic risk of its investment in the Equity Commitment Shares, (B) has no need for liquidity with respect to its investment therein, (C) has adequate means for providing for its current needs and contingencies, and (D) has such knowledge, experience and skill in evaluating and investing in issues of equity securities based on actual participation in financial, investment and business matters, such that it is capable of evaluating the merits and risks of an investment in the Company and the suitability of the Equity Commitment Shares; and

(iii) Without prejudice to any claim of such Investor hereunder for breach of the Company’s representations and warranties: such Investor has been given the opportunity to conduct a due diligence review of the Company concerning the terms and conditions of the offering of the Equity Commitment Shares and other matters pertaining to an investment in the Equity Commitment Shares in order for such Investor to evaluate the merits and risks of an investment in the Equity Commitment Shares; such Investor has received such information as it deems necessary in order to make an investment decision with respect to the Equity Commitment Shares; and

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(iv) Such Investor became aware of this offering of the Equity Commitment Shares solely by means of direct contact between it and the Company or a representative of the Company, and Equity Commitment Shares were offered to such Investor solely by direct contact between it and the Company or a representative of the Company. Such Investor did not become aware of this offering of Equity Commitment Shares, nor were Equity Commitment Shares offered to such Investor, by any other means. Such Investor acknowledges that it was not induced to purchase Equity Commitment Shares through any form of general solicitation or general advertising; and

(v) None of (A) Investors, (B) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (C) any Beneficial Owner of the Company’s voting equity securities (in accordance with Rule 506(d) of the Securities Act) held by such Investor is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed reasonably in advance of any Equity Draw in writing in reasonable detail to the Company.

(g) No Registration. Each Investor has been advised that the Equity Commitment Shares have not been registered under the Securities Act, or any non-U.S. securities, state securities or “blue sky” laws, and therefore cannot be resold unless they are registered under such laws or unless an exemption from registration thereunder is available. Each Investor is purchasing the Equity Commitment Shares for its own account for investment, and not with a view to, or for resale in connection with, the distribution thereof, and has no present intention of distributing or reselling any thereof. In making the foregoing representations, each Investor is aware that it must bear, and represents that such Investor is able to bear, the economic risk of such investment for an indefinite period of time.

(h) No Additional Representations. Except for the representations and warranties made by Investors in this Section 2.2, neither Investor or any of their Affiliates or representatives makes any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to itself, its Affiliates, their respective businesses, this Agreement, or the transactions contemplated by the Agreement. Each Investor, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties of the Company expressly set forth in Article II, it is not acting, by entering into this Agreement or consummating the transactions contemplated by this Agreement, in reliance on (i) any other representation or warranty, express or implied, (ii) any estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information provided or addressed to each Investor or any of its Affiliates or representatives, or (iii) the accuracy or completeness of any other representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information.

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ARTICLE III

COVENANTS

SECTION 3.1 Restrictive Legends. Each Investor acknowledges and agrees that Equity Commitment Shares and any securities issued or issuable with respect to such securities by way of stock dividend or stock split or in connection with a combination of shares, conversion of such securities, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear restrictive legends in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND STATE SECURITIES LAWS WHICH IS AVAILABLE.

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any such securities upon which it is stamped, if (i) such securities are registered for sale under an effective registration statement filed under the Securities Act, (ii) such securities are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, or (iii) if such securities are proposed to be sold pursuant to an exemption from registration and the Company receives an opinion of counsel reasonably satisfactory to it and any other documentation reasonably requested by the Company with respect to compliance with such exemption. The Company and the Investors agree that (i) the Equity Commitment Shares shall constitute “Registrable Securities” as such term is defined in the Registration Rights Agreement, dated November 3, 2021 (the “Registration Rights Agreement”), by and among the Company and the Investors, and such Registration Rights Agreement shall apply mutatis mutandis to the Equity Commitment Shares issued or to be issued hereunder and (ii) to cooperate in adding the Equity Commitment Shares to any shelf registration statement filed with the SEC covering previously unregistered Common Stock owned or to be owned by the Investors.

SECTION 3.2 Public Announcements. Subject to each party’s disclosure obligations imposed by law or regulation or the rules of any stock exchange upon which its securities are listed, each of the parties hereto will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement and any of the transactions contemplated by this Agreement, and neither the Company nor Investors will make any such news release or public disclosure without first consulting with the other, and, in each case, also receiving the other’s consent (which shall not be unreasonably withheld, conditioned or delayed) and each party shall coordinate with the party whose consent is required with respect to any such news release or public disclosure.

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SECTION 3.3 Confidentiality. Each party to this Agreement will hold, and will cause its respective Affiliates and their respective directors, managers, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a regulatory authority is reasonably necessary in connection with any reasonably necessary regulatory approval, examination or inspection or unless disclosure is required by judicial or administrative process or by other requirement of law or the applicable requirements of any regulatory agency or relevant stock exchange (in which case, other than in connection with a disclosure in connection with a routine audit or examination by, or document request from, a regulatory or self-regulatory authority, bank examiner or auditor, the party disclosing such information shall provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by or on behalf of such other party or its representatives pursuant to this Agreement (except to the extent that such information is (a) previously known by such party from other sources, provided that such source was not known by such party to be bound by a contractual, legal or fiduciary obligation of confidentiality to the other party, (b) is available to the public through no violation of this Section 3.3 by such party, (c) later lawfully acquired from other sources by the party to which it was furnished) (d) is independently developed by such party without use or reference to the Information, and neither party hereto shall release or disclose such Information to any other person, except its directors, officers, employees, auditors, attorneys, financial advisors, financing sources and other consultants and advisors. Nothing herein shall prevent any party, or any of their respective Affiliates which is a private equity or other investment fund from making customary disclosures to its current, future or potential investors.

ARTICLE IV

CONDITIONS TO EQUITY DRAWS

SECTION 4.1 Conditions to the Obligations of the Company and Investors. The obligations of the Company and Investors to consummate each Equity Draw contemplated by this Agreement shall be subject to the fulfillment or waiver (unless otherwise specified) of the following condition:

(a) No Injunction, etc. No temporary restraining order, preliminary or permanent injunction or other judgement or order issued by any Governmental Entity shall have been issued, and no Law shall be in effect, restraining, enjoining, making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.

SECTION 4.2 Conditions to the Obligations of Investors. Except as provided in Section 1.1(b), the obligation of Investors to consummate each Equity Draw contemplated by this Agreement shall be subject to the fulfillment (or waiver by Investors) on or prior to each Equity Draw (unless otherwise specified) of the following conditions:

(a) Representations and Warranties. (i) The Fundamental Representations shall be true and correct in all material respects as of the date of each Equity Draw as if made on and as of such date (except to the extent any such Fundamental Representation speaks as of the Effective Date or any other specific date, in which case such representation or warranty shall be true and

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correct as of such date), and (ii) the other representations and warranties of the Company set forth in Section 2.1 (disregarding all qualifications as to materiality or Material Adverse Effect set forth therein) shall be true and correct as of the date of each Equity Draw as though made on and as of such date (except to the extent any such representation or warranty speaks as of the Effective Date or any other specific date, in which case such representation or warranty shall be true and correct as of such date), except, solely with respect to this clause (ii), where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and Investors shall have received a certificate signed by an officer of the Company to the foregoing effect.

(b) Performance of Obligations. The Company shall have performed and complied with, in all material respects, all of the obligations and conditions in this Agreement required to be performed or complied with by it on or prior to the date of each Equity Draw.

SECTION 4.3 Conditions to the Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by the Company) on or prior to each Equity Draw (unless otherwise specified) of the following conditions:

(a) Representations and Warranties. The representations and warranties of Investors set forth in Section 2.2 (disregarding all qualifications as to materiality set forth therein) shall be true and correct as of the date of each Equity Draw as though made on such date (except to the extent any such representation or warranty speaks as of the Effective Date or any other specific date, in which case such representation or warranty shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially impair or delay Investors’ ability to perform or comply with its obligations under this Agreement or to consummate the transactions contemplated hereby; and the Company shall have received a certificate signed by an authorized officer of Investors to the foregoing effect.

(b) Performance of Obligations. Each Investor shall have performed and complied with, in all material respects, all of the obligations and conditions in this Agreement required to be performed or complied with by it on or prior to the date of each Equity Draw.

(c) Payment of Equity Draws. Subject to the terms and conditions of this Agreement, Investors shall have delivered to the Company payment of each Equity Draw, payable by wire transfer of immediately available funds to an account designated in advance of such date by the Company.

ARTICLE V

TERM; EARLY TERMINATION

SECTION 5.1 Term. This Agreement shall terminate on the earlier of (i) the funding in full of the Equity Commitment and (ii) eighteen (18) months from the Effective Date (the “Term”), unless earlier terminated as provided in Section 5.2.

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SECTION 5.2 Early Termination. This Agreement may be terminated before the expiration of the Term at any time:

(a) by either the Company or Investors if any Governmental Entity shall have issued an injunction or other ruling prohibiting the consummation of any of the transactions contemplated by this Agreement and such injunction or other ruling shall not be subject to appeal or shall have become final and unappealable;

(b) by the Company if (i) Investors shall have breached any representation, warranty, covenant or agreement of Investors set forth in this Agreement, (ii) such breach or misrepresentation is not cured or capable of being cured within twenty (20) days from the date the Company has notified Investors of such breach or misrepresentation, and (iii) such breach or misrepresentation would cause any of the conditions set forth in Section 4.3 not to be satisfied; or

(c) by Investors if (i) the Company shall have breached any representation, warranty, covenant or agreement of the Company set forth in this Agreement, (ii) such breach or misrepresentation is not cured or capable of being cured within twenty (20) days from the date the Investors have notified Company of such breach or misrepresentation, and (iii) such breach or misrepresentation would cause any of the conditions set forth in Section 4.2 not to be satisfied.

ARTICLE VI

DEFINITIONS AND MISCELLANEOUS

SECTION 6.1 Interpretation; Other Definitions. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex, letter and schedule references not attributed to a particular document shall be references to such exhibits, annexes, letters and schedules to this Agreement. In addition, the following terms are ascribed the following meanings:

(a) the word “or” is not exclusive;

(b) the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”;

(c) the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;

(d) “Affiliate” of any Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise).

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(e) “Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in New York City are authorized or required by law to remain closed (other than Lincoln’s Birthday or Election Day, which shall be considered Business Days).

(f) “Code” means the Internal Revenue Code of 1986, as amended.

(g) “Consents” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, or filing of, with or to any Person.

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(i) “Fundamental Representations” means the representations set forth in Section 2.1(a), 2.1(b), 2.1(c), 2.1(d), 2.1(e), 2.1(f) and 2.1(h) of this Agreement.

(j) “GAAP” means generally accepted accounting principles, consistently applied.

(k) “Governmental Approvals” means any Consent of, made with or obtained from, any Governmental Entity.

(l) “Governmental Entity” means any nation or government or multinational body, any state, agency, commission, or other political subdivision thereof or any entity (including a court) exercising executive, legislative, judicial or administration functions of or pertaining to government, any stock exchange or self-regulatory entity supervising, organizing and supporting any stock exchange.

(m) “Law” or “Laws” means all laws, statutes, ordinances, rules, regulations, binding guidance documents, judgments, injunctions, orders and decrees.

(n) “Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, escheat, encroachment, lien, charge of any kind, option, easement, purchase right, right of first refusal, right of pre-emption, conditional sale agreement, covenant, condition or other similar restriction (including restrictions on transfer) or any agreement to create any of the foregoing.

(o) “Material Adverse Effect” means, with respect to the Company, any change, effect, event, occurrence, condition, state of facts or development that, either alone or in combination, has had, or would be reasonably expected to have, (i) a materially adverse effect on the business, operations, assets, liabilities or condition (financial or otherwise) or results of operations of the Company, taken as a whole; and (ii) a material impairment on or material delay in the ability of the Company to perform its material obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

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(p) “Person” means any individual, corporation, partnership, limited liability company, association or trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

(q) “SEC” means the Securities and Exchange Commission.

(r) “Securities Act” means the Securities Act of 1933, as amended.

(s) “Subsidiary” or “Subsidiaries” means, with respect to any Person, another Person of which 50% or more of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

SECTION 6.2 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or by telecopy, facsimile or e-mail (so long as such transmission does not generate an error message or notice of non-delivery, and in the case of e-mail, subject to a non-automated e-mail from the recipient confirming receipt), (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service or (c) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

if to the Company, to:

Sonida Senior Living, Inc.

14755 Preston Road, Suite 810

Dallas, Texas 75254

Attention:   General Counsel

Email:         dbrickman@sonidaliving.com

with a copy to (which shall not constitute notice):

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

Attention:   Winston Walp, Esq.

Email:         win.walp@nortonrosefulbright.com

if to Investors, to:

c/o Conversant Capital LLC

25 Deforest Avenue

Summit, New Jersey 07901

Attention:   Keith O’Connor

Email:         ko@conversantcap.com

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with a copy to (which shall not constitute notice):

c/o Conversant Capital LLC

25 Deforest Avenue

Summit, New Jersey 07901

Attention:   General Counsel

Email:         pdumaine@conversantcap.com

SECTION 6.3 Amendment; Waiver. No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing and signed by an officer of a duly authorized representative of such party. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The conditions to each party’s obligation to consummate each Equity Draw are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law. No waiver of any party to this Agreement will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject to such waiver. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 6.4 Assignment. Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other party; provided however, the Company’s rights hereunder may be collaterally assigned to a bank or other financial institution making a loan to the Company secured by this Agreement.

SECTION 6.5 Applicable Law; Consent to Jurisdiction. This Agreement and any disputes arising out of or relating to this Agreement and the transactions contemplated hereby (whether in contract, tort, or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict or choice of law principles of the State of Delaware or otherwise that would result in the application of any laws other than the laws of the State of Delaware. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court in the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.2 shall be deemed effective service of process on such party.

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SECTION 6.6 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF THE FOREGOING WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER IN THIS SECTION 6.6.

SECTION 6.7 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, without the necessity of posting bond or other undertaking, the parties shall be entitled to, in addition to the other remedies provided herein, specific performance of this Agreement and to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court in the State of Delaware in addition to the other remedies to which such parties are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law.

SECTION 6.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

SECTION 6.9 Successors and Assigns. This Agreement shall inure to the benefit of the parties, and shall be binding upon the parties and their respective successors, permitted assigns, heirs and legal representatives.

SECTION 6.10 No Third Party Beneficiaries. Nothing in this Agreement will confer any rights upon any person that is not a party or a successor or permitted assignee of a party to this Agreement.

SECTION 6.11 Entire Agreement. This Agreement, together with the Ancillary Documents, contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements, understandings, statements, representations and warranties, oral or written, express or implied, between the parties and their respective Affiliates, representatives and agents in respect of such subject matter.

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SECTION 6.12 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

SECTION 6.13 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

SECTION 6.14 Contingent Effectiveness. This Agreement and the rights and obligations hereunder shall not be effective until both of the following conditions have occurred: (i) a modification and/or forbearance of all of the Company’s subsidiaries’ loans with Fannie Mae has been executed and is effective; and (ii) an amendment and/or modification to the Company’s subsidiaries’ loan with Ally Bank has been executed and is effective.

SECTION 6.15 Liability Limitations.

(a) The maximum amount of damages that may be recovered from the Company or from Investors, as applicable, shall be an amount equal to the total of all Equity Draws actually made hereunder.

(b) No party hereto shall have any liability for damages for any indirect, consequential, exemplary or punitive damages, except for (i) such damages that are paid to a third party in connection with a third-party claim and (ii) consequential or indirect damages that are reasonably foreseeable.

(c) Each party shall make reasonable efforts to mitigate or minimize any claim for damages hereunder upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any damages hereunder and, if a party fails to use commercially reasonable efforts to so mitigate any claim for damages under this sentence, the party that would otherwise have any obligation hereunder with respect to such damages shall have no liability for any portion of such damages that reasonably would have been avoided or mitigated had such party made such efforts.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[Signature Pages to Equity Commitment Agreement]

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[Signature Pages to Equity Commitment Agreement]

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Exhibit 99.1

Sonida Senior Living Strengthens Financial Position and Enhances Leadership Team to Position Company for Sustainable Growth

Completes initial phase of debt restructuring covering 49 assets financed by Fannie Mae and Ally Bank Fannie Mae agreement will result in approximately $40 million of additional free cash flow over the next three years

Conversant Capital, Sonida’s largest shareholder, provides $13.5 million equity commitment, available to Sonida at its option over 18 months

DALLAS, Texas – July 5, 2023: Sonida Senior Living, Inc. (the “Company”) (NYSE: SNDA), a leading owner-operator of communities and services for seniors, announced several steps the Company has taken to enhance its financial position and strategic capabilities.

On June 29, 2023, Sonida entered into a comprehensive forbearance agreement with Fannie Mae as the first of a two-step process to modify all existing mortgage agreements with Fannie Mae by the end of Q3 2023. In the second step, Sonida and Fannie Mae have agreed to exercise commercially reasonable efforts to enter into a loan modification agreement for each of their existing mortgage agreements on or before September 30, 2023. The terms of the proposed loan modification are set out in an agreed upon term sheet contained in the forbearance agreement and are subject to certain conditions customary for a transaction of this nature, as set forth in the forbearance agreement. The forbearance and subsequent loan modification provide the Company with additional financial flexibility to build on its strong operational momentum and pursue its strategic growth plan. Ironhound Management acted as an advisor to the Company in its discussions with Fannie Mae.

Additionally, the Company secured a $13.5 million equity commitment, available in part or in whole at the Company’s sole discretion for 18 months, from Conversant Capital, the Company’s largest shareholder, and modified the covenants on its loan with Ally Bank.

Under the Fannie forbearance agreement and beginning with the June 2023 payments, Sonida will make reduced debt service payments in contemplation of the loan modification terms and will continue to do so through the forbearance period. In addition, and in consideration for the forbearance, Sonida made a $5.0 million payment to be applied against the existing loan balances in conjunction with the execution of the forbearance agreement.

Key elements of the subsequent loan modification will include:

In connection with the completion of the Fannie Mae forbearance and the Conversant equity commitment, Ally Bank has agreed to temporarily reduce the minimum liquidity requirement under its $88.1 million facility for 18 months subject to certain conditions that the Company expects to meet.

Conversant Capital has committed to purchase up to $13.5 million of common equity at $10 per share, a 30% premium to the stock’s 30-day volume weighted average price, over the next 18 months. Sonida shall have the right, but not the obligation, to utilize Conversant’s equity commitment and may draw on the commitment in whole or in part. The Company intends to draw $6.0 million in July, in conjunction with the first $5.0 million principal payment to Fannie Mae. The remaining funds may be drawn as needed for general working capital needs or to fund the second $5.0 million loan paydown to Fannie Mae.

“We appreciate the collaborative approach from our lending partners to make these commercially compelling modifications to our debt structure,” said Brandon Ribar, President and CEO of Sonida Senior Living. “These developments provide the Company with greater financial flexibility and runway to continue delivering operational improvement while providing the balance sheet capacity to pursue attractive growth opportunities, including both asset acquisitions and third-party management contracts.”

“We are pleased to support Sonida during this pivotal time and to facilitate this important step to secure the Company’s balance sheet with additional equity capital,” said Michael Simanovsky, Founder and Managing Partner of Conversant. “We believe that the current environment offers a compelling opportunity for Sonida, and we look forward to working with the Company and its world-class executive team to capitalize on the extremely attractive demographic and industry trends we see in senior housing to deliver value for residents, team members, the communities we operate and investors.”

The Company is in discussions with Protective Life Insurance Company in an attempt to resolve its non-compliance on certain non-recourse mortgage loan agreements totaling $72.1 million for four of the Company’s communities.

Operational Update

The Company delivered strong occupancy, rate, total revenue and margin growth in Q1 and anticipates each of those trends to continue in Q2. Spot occupancy ended May at 85.0% for its 62 owned communities and May average occupancy increased 45 basis points over April. These strong occupancy results are attributable to numerous strategic initiatives implemented by the Company’s operating team and align with Sonida’s increased focus on maximizing Net Operating Income across the portfolio.

“This operating momentum, combined with our improved balance sheet, positions us well to capture the incredibly attractive opportunities we see in our sector as demand grows amidst a prolonged suppression of supply. Our new leadership team plans to seize this opportunity and drive increased cash flow through a combination of growth investments and continued delivery of our excellent resident experience,” said Kevin Detz, Chief Financial Officer.

The Company will provide additional details on its financial and operating performance in connection with its Q2 earnings release in August.

Executive Appointments

Sonida also announced several new hires and internal promotions, ensuring it has top-tier leadership in place across the organization to continue driving growth, improving margin, delivering an outstanding resident experience and ultimately, creating value for its shareholders.

“Enhancing the depth and capabilities of our leadership team has been a focus for us over the past nine months and with this mix of new hires and internal promotions, we now have the team in place that positions us well for success and enables us to scale our operating platform and expand our portfolio,” said Ribar. “This combination of growth, and operationally-focused senior talent demonstrates our commitment to each of these critical areas of our business.”

About Sonida

Dallas-based Sonida Senior Living, Inc. is a leading owner-operator of independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming operating 72 senior housing communities in 18 states with an aggregate capacity of approximately 8,000 residents, including 62 communities which the Company owns and 10 communities that the Company manages on behalf of third parties. For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, Twitter or LinkedIn.

About Conversant Capital

Conversant Capital LLC is a private investment firm founded in 2020. The firm pursues credit and equity investments in the real estate, digital infrastructure and hospitality sectors in both the public and private markets. Further information is available at www.conversantcap.com.

Sonida Investor and Media Contact

Kevin Detz

kdetz@sonidaliving.com

Conversant Media Contact

Prosek Partners

Josh Clarkson / Devin Shorey

jclarkson@prosek.com / dshorey@prosek.com