LOAN AGREEMENT

Advances :  The direct advance, payment or loan of any amount made by or on behalf of Borrower to any member of Borrower.

Borrower : The Oaks Bradenton, LLC, a Delaware limited liability company,

Borrower’s Knowledge :  The actual knowledge of any officer of Borrower, the Member, the general partner of Member (the “ GP ”), and/or the general partner of the GP.

Capital Expenditures : All expenditures relating to the Premises which, in accordance with GAAP would be required to be capitalized and shown on the consolidated balance sheet of the Borrower, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (i) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (ii) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

Capital Lease :  As to any Person, a lease of any interest in any kind of property or asset relating to the Premises, whether real, personal or mixed, or tangible or intangible, by such Person as lessee that is, or should be, in accordance with Financial Accounting Standards Board Statement No. 13, as amended from time to time, or, if such Statement is not then in effect, such statement of GAAP as may be applicable, recorded as a "capital lease" on the balance sheet of the Borrower prepared in accordance with GAAP.

CD : The certificate of deposit dated of even date herewith, executed by the Borrower as maker and assigned to Lender, in the amount of $360,000.00.

CD Loan :  The loan made by Lender to Borrower under this Agreement in the original principal amount of $360,000.00 further evidenced by the CD Note.

CD Note :  The promissory note dated of even date herewith, executed by the Borrower as maker and payable to the order of Lender, in the amount of $360,000.00.

Commitment Fee : Twenty-Four Thousand and 00/100 Dollars ($24,000.00), which amount shall be paid by Borrower on the Loan Opening Date.

Debt Service : For any period, the principal and interest required to be paid on all Indebtedness of Borrower for such period.

Debt Service Coverage Ratio/DSCR :  The quotient of the following: (a) Borrower’s EBITDA divided by (b) Debt Service.  DSCR shall be calculated by Lender based on the financial information provided to Lender by Borrower and independently verified by Lender and the calculations so verified shall be final and binding upon Borrower and Lender.

Default Rate :  As defined in the Note.

Depreciation : The total amounts added to depreciation, amortization, obsolescence, valuation and other proper reserves, as reflected on the Borrower’s financial statement determined in accordance with GAAP.

Distribution :  The direct or indirect payment of any dividend, payment or distribution of cash flow or proceeds of any capital transaction, or any “ Distribution ” as that term is defined in the Operating Agreement, by the Borrower to any member of the Borrower as set forth in the Operating Agreement.

EBITDA :   For any period, the sum of the following arising out of the Premises (a) Net Income (excluding extraordinary and unusual items and income or loss attributable to equity in any affiliated corporation or Subsidiary) for such period, plus (b) Interest Charges, plus (c) federal and state income taxes for such period, plus (d) Depreciation for such period, plus (e) non-cash management compensation expense, plus (f) all other non-cash charges for such period. For purposes of calculating the EBITDA of the Tenant, the greater of the actual management fee or 5.0% of Tenant revenues shall be used, regardless of actual management fees paid.

EBITDAR :     For any period, the sum of the following arising out of the Premises:  (a) Net Income (excluding extraordinary and unusual items and income or loss attributable to equity in any affiliated corporation or Subsidiary) for such period, plus (b) Interest Charges, plus (c) federal and state income taxes for such period, plus (d) Depreciation for such period, plus (e) non-cash management compensation expense, plus (f) all other non-cash charges for such period, plus (g) rent expense paid to Borrower under the Lease. For purposes of calculating the EBITDAR of the Tenant, the greater of the actual management fee or 5.0% of Tenant revenues shall be used, regardless of actual management fees paid.

Emergency :   An unforeseen combination of circumstances or the resulting state that calls for immediate action in order to maintain or preserve the status quo of the physical, operational or financial condition of the Premises or of Borrower’s interests therein.

Environmental Indemnity Agreement :  That certain Environmental Indemnity Agreement of even date herewith from Borrower and Guarantor in favor of Lender.

Environmental Laws :  As defined in the Environmental Indemnity Agreement.

Environmental Reports :  The environmental studies and reports identified on Exhibit B attached to the Environmental Indemnity Agreement.

Event of Default :  One or more of the events or occurrences referred to in Article 10 of this Agreement.

Fixed Charge Coverage Ratio :  The quotient of the following: (a) Borrower’s EBITDA less unfinanced Capital Expenditures less Distributions less taxes divided by (b) Debt Service.

GAAP :   shall mean generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination, provided, however, that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP.

Guarantor :  The Oaks Bradenton TRS, LLC, a Delaware limited liability company.

Hazardous Materials :  As defined in the Environmental Indemnity Agreement.

Indebtedness :  Any obligation for borrowed money or credit extended, including any guaranty by the Borrower, or any installment sale or Capital Lease obligation, incurred or assumed by Borrower including the indebtedness evidenced by this Loan Agreement and the Loan Documents.

Interest Charges :  For any period, the sum of: (a) all interest, charges and related expenses payable with respect to that fiscal period to a lender in connection with borrowed money or the deferred purchase price of assets that are treated as interest in accordance with GAAP, plus (b) the portion of rent payable with respect to that fiscal period under Capital Leases that should be treated as interest in accordance with GAAP, plus (c) all charges paid or payable (without duplication) during that period with respect to any Interest Rate Agreements.

Interest Rate Agreements : shall mean any interest rate protection agreement, interest rate swap or other interest rate hedge arrangement (other than any interest rate cap or other similar agreement or arrangement pursuant to which a Person has no credit exposure to the Lender) to or under which the Person is a party or beneficiary.

Land :  That certain parcel or parcels of real estate legally described in Exhibit A to this Agreement, together with all improvements presently located thereon and all easements and other rights appurtenant thereto.

Lease :  The Lease between the Tenant and Borrower for the Premises, a copy of which is attached to the Tenant Estoppel Certificate, together with any and all occupancy agreements, leases, licenses or agreements for use of any part of the Premises.

Lender :  The PrivateBank and Trust Company, an Illinois banking association.

Loan; Loans : The Mortgage Loan and the CD Loan, and each of them, made pursuant to this Agreement, and both of them collectively.

Loan Amount : (a) Two Million Four Hundred Thousand and 00/100 Dollars ($2,400,000.00) for the Mortgage Loan, and (b) Three Hundred Sixty Thousand and 00/100 Dollars ($360,000.00) for the CD Loan.

Loan Documents :  This Agreement, the Notes, the Mortgage, and any other documents specified in Article 4 hereof and any other instruments relating to, evidencing, securing or guarantying obligations of Borrower under the Loan.

Loan Expenses : As defined in section 6.2( b ) hereof.

Loan Opening :  The date the first disbursement of the Loan is made to Borrower.

Loan Opening Date :  The date on which the Loan Opening occurs.

Loan Proceeds :  All amounts advanced as part of the Loans, whether advanced directly to Borrower or a third party at Borrower’s written direction or otherwise, in accordance with the terms of the Loan Documents.

Loan Rate :  As defined in each Note.

Maturity Date :  May 1, 2014 for each Loan.

Member :  The sole member of Borrower, CGI Healthcare Operating Partnership, L.P., a Delaware limited partnership.

Mortgage :  The Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing dated of even date herewith executed by Borrower in favor of Lender and recorded against the Premises.

Mortgage Loan :  The loan made by Lender to Borrower under this Agreement in the original principal amount of $2,400,000.00 further evidenced by the Mortgage Note.

Mortgage Note :  The promissory note dated of even date herewith, executed by the Borrower as maker and payable to the order of Lender, in the amount of $2,400,000.00.

Net Income : Shall mean, with respect to any period, the amount shown opposite the caption "Net Income" or a similar caption on the financial statements of the Premises.

Note; Notes : The CD Note and Promissory Note, and each of them separately and both of them collectively.

Obligations : Shall mean all of such Person’s liabilities, obligations and indebtedness to the Lender of any and every kind and nature, under any other agreement, document or instrument (including, without limitation, any Interest Rate Agreements and any guaranty to the Lender of another Person’s Obligations), whether heretofore, now or hereafter owing, arising, due or payable by or from such Person to the Lender, howsoever evidenced, created, incurred, acquired or owing, and whether joint, several, primary, secondary, direct, contingent, fixed or otherwise.

Operating Agreement :   The Operating Agreement of Borrower dated April 8, 2009, a true and complete copy of which has been provided to Lender.

Person : Shall mean any individual, corporation, partnership, association, limited liability company, limited partnership, limited liability partnership, joint-stock company, trust, unincorporated association, joint venture, court, governmental authority, or any other similar entity.

Permitted Exceptions :  Those special exceptions appearing on Schedule B of the Pro Forma Lender’s Policies attached to the Escrow Instructions of Lender issued by the Title Insurance Company to Lender contemporaneously with the execution and delivery of this Agreement.

State :  the State of Florida.

Tenant: Shall mean The Oaks Bradenton TRS, LLC, a Delaware limited liability company.

Tenant Debt Service Coverage Ratio : For any period, the quotient of the EBITDAR of the Tenant arising out of the Premises divided by the Debt Service of the Borrower. For purposes of calculating the EBITDAR of the Tenant, the greater of the actual management fee or 5.0% of Tenant revenues shall be used, regardless of actual management fees paid.

Tenant Rent Coverage Ratio :  The quotient of (a) Tenant’s EBITDAR divided by (b) the sum of rent paid by Tenant to Borrower under the Lease. For purposes of calculating the EBITDAR of the Tenant, the greater of the actual management fee or 5.0% of Tenant revenues shall be used, regardless of actual management fees paid.

Title Insurance Company :  First American Title Insurance Company.

(a)            At the Loan Opening and at all times thereafter until the Loan is paid in full, Borrower will have good, merchantable and indefeasible fee simple title to the Land, subject only to the Permitted Exceptions (and including any exceptions as may be agreed to in writing by Lender in the future, such additional approved exceptions to be included in the definition of Permitted Exceptions);

(b)            Borrower is a limited liability company, duly organized and validly existing under the laws of the State of Delaware and is qualified to conduct business in the State of Florida. Borrower has full power and authority to conduct its business as presently conducted, to enter into this Agreement and to perform all of its duties and obligations under this Agreement and under the Loan Documents; such execution and performance have been duly authorized by all necessary approvals.  Borrower has not been convicted of any felony and there are no proceedings or investigations being conducted involving criminal activities of Borrower;

(c)            This Agreement, the Note, the Mortgage, the other Loan Documents and any other documents and instruments required to be executed and delivered by Borrower in connection with this Loan, when executed and delivered, will constitute the duly authorized, valid and legally binding obligations of the party required to execute the same and will be enforceable strictly in accordance with their respective terms (except to the extent that enforceability may be affected or limited by applicable bankruptcy, insolvency and other similar debtor relief laws affecting the enforcement of creditors’ rights generally and general principles of equity); no basis presently exists for any claim against Lender under this Agreement, under the Loan Documents or with respect to the Loan; enforcement of this Agreement and the Loan Documents is subject to no defenses of any kind;

(d)            The execution, delivery and performance of this Agreement, the Note, the Loan Documents and any other documents or instruments to be executed and delivered by Borrower pursuant to this Agreement or in connection with this Loan and the occupancy and use of the Premises will not:  (i) violate any provisions of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, or (ii) conflict with, be inconsistent with, or result in any breach or default of any of the terms, covenants, conditions or provisions of any indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind to which Borrower is a party or by which the Borrower may be bound in any material respect. Borrower is not in default (without regard to grace or cure periods) under any contract or agreement to which it is a party, the effect of which default will materially and adversely affect the performance by Borrower of its obligations pursuant to and as contemplated by the terms and provisions of this Agreement;

(e)            No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or to the Borrower’s Knowledge threatened litigation or proceeding or basis therefor) exist which could adversely (i) affect the validity or priority of the liens and security interests granted Lender under the Loan Documents, (ii) materially and adversely affect the ability of Borrower to perform its obligations under the Loan Documents, (iii) constitute an Event of Default under any of the Loan Documents, or (iv) constitute such an Event of Default with the giving of notice or lapse of time, or both;

(f)             The Land and the present use and occupancy of the Premises does not and will not in any material respect violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of any kind, including, without limitation, Environmental Laws, zoning, building, land use, noise abatement, occupational health and safety or other laws, any building permit or any condition, grant, easement, covenant, condition or restriction, whether recorded or not and to the Borrower’s Knowledge if a third-party is required to consent to the use and/or operation of the Premises under any covenants, conditions and restrictions of record or any other agreement, Tenant has obtained such approval from such party;

(g)            Except as otherwise disclosed in the Environmental Reports, to the Borrower’s Knowledge the Land has never been used, and the Premises has not been used, for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any Hazardous Materials except in the ordinary course of business and in compliance with all applicable Environmental Laws.  Except as otherwise disclosed in the Environmental Reports, to the Borrower’s Knowledge no Hazardous Materials exist now, and no Hazardous Materials will hereafter exist, on or under the Premises or in any surface waters or groundwaters on or under the Premises. Except as otherwise disclosed in the Environmental Reports, the Premises and its existing and, to Borrower’s Knowledge, prior uses have at all times complied with and will comply with all Environmental Laws, and Borrower has not violated, and will not violate, any Environmental Laws;

(h)            To the Borrower’s Knowledge, there are no facilities on the Premises which are subject to reporting under any State laws or Section 312 of the Federal Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. Section 11022), and federal regulations promulgated thereunder.  To the Borrower’s Knowledge, the Premises do not contain any underground storage tanks other than the existing underground propane storage tank;

(i)             All financial statements of Borrower and/or the Member of Borrower submitted by or on behalf of Borrower in connection with this Loan are true and correct in all material respects, have been prepared in accordance with GAAP, and fairly present the respective financial conditions and results of operations of the entities which are their subjects and, to the Borrower’s Knowledge, all financial statements submitted by Tenant, are true and correct in all material respects, have been prepared in accordance with GAAP, and fairly present the financial conditions and results of operations of Tenant;

(j)             This Agreement and all financial statements, budgets, schedules, opinions, certificates, confirmations, applications, affidavits, agreements, and other materials submitted by  or on behalf of Borrower to Lender in connection with or in furtherance of this Agreement fully and fairly state the matters with which they purport to deal in all material respects, and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made not misleading;

(k)            All governmental permits and licenses required by applicable law to permit Tenant to occupy and operate the Premises are in full force and, to Borrower’s Knowledge, no groups, organizations or people are contesting the use of the Premises for the purposes   authorized under such permits and licenses;

(l)             To the Borrower’s Knowledge, the storm and sanitary sewage disposal system, water system, drainage system and all mechanical systems of the Premises comply with all applicable laws, statutes, ordinances, rules and regulations, including, without limitation, all Environmental Laws. To Borrower’s Knowledge, the applicable environmental protection agency, pollution control board and/or other governmental agencies having jurisdiction of the Premises have, to the extent required, issued their permits for the use and operation of those systems, provided, however, that if such permits have not been issued as of the date hereof, then such permits will be issued promptly after the date hereof;

(m)           To the Borrower’s Knowledge, all utility, parking, access and other permits and easements required for the use of the Premises have been granted and issued; and

(n)            The Loan, including interest rate, fees and charges as contemplated hereby, is a business loan; the Loan is an exempted transaction under the Truth In Lending Act, 12 U.S.C. § 1601 et seq .; and the Loan does not, and when disbursed will not, violate the provisions of the usury laws of the State, any consumer credit laws or the usury laws of any state which may have jurisdiction over this transaction, Borrower or any property securing the Loan.

(o)            Borrower’s acquisition and the Tenant’s operation of the Premises has received approval by the appropriate regulatory and licensing authorities and agencies of the State of Florida including receipt by Tenant of all consents, approvals, licenses and certificates, without any conditions (unless otherwise approved by Lender), as may be necessary for the Tenant, as of the date of Loan Opening Date, (1) to lawfully operate the Premises as a thirty-six (36) unit assisted living facility.  Further, to Borrower’s Knowledge, except as previously disclosed to Lender in writing, there is no action pending or threatened to suspend or revoke the Premise’s license or provider agreements or to take any other punitive action with respect thereto or any material adverse condition or deficiency with respect to the physical condition or operation of the Premises under state and/or federal. regulatory or governmental agencies.

(p)            The copy of the Lease provided to Lender is a true and complete copy of the Lease with the Tenant for the Premises.

(a)            from the Loan Opening until the Maturity Date, accrue at the Loan Rate in accordance with the terms and provisions of each Note;

(b)            be computed upon advances of the Loan from and including the date of each advance by Lender to or for the account of Borrower (whether to an escrow or otherwise), on the basis of a three hundred sixty (360)-day year and the actual number of days elapsed in any portion of a month in which interest is due; and

(c)            be paid by Borrower to Lender together with principal payments in the manner set forth in each Note.

(a)            The Promissory Note.

(b)            The CD Note.

(c)            The Mortgage.

(d)            Assignment of Rents and Leases.

(e)            The Environmental Indemnity Agreement.

(f)             The Guaranty.

(g)            A Subordination, Non-Disturbance and Attornment Agreement executed by Tenant .

(h)            A Tenant Estoppel Certificate executed by Tenant .

(i)             Other Loan Documents.  Such other documents and instruments as further security for the Loan as Lender may reasonably require.

(a)             Title Insurance Policy .  An ALTA Loan policy of title insurance issued by the Title Insurance Company to Lender in the amount of the Notes, insuring the Mortgage to be a valid first lien upon the fee title to the Premises subject only to the Permitted Exceptions and containing such endorsements as Lender shall reasonably require (“ Title Insurance Policy ”).

(b)             Insurance Policies .  Until the Loans are paid in full, Borrower shall maintain, or cause Tenant to maintain, the insurance coverages and limits consistent with th