Chartwell Retirement Residences — Capital/Financing Update 2021

Jan 14, 2021

EIGHTH AMENDMENT TO THE SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT

This Agreement made as of October 30, 2020 (the "Effective Date")

B E T W E E N:

CHARTWELL MASTER CARE LP as Borrower

• and -

CSH TRUST, CHARTWELL BENCO INC., GP M TRUST, CHARTWELL MASTER CARE CORPORATION, CHARTWELL RETIREMENT RESIDENCES AND THE PROPERTY OWNERS as Guarantors

• and -

THE FINANCIAL INSTITUTIONS IDENTIFIED ON THE SIGNATURE PAGES HERETO as Lenders

• and -

BANK OF MONTREAL as Administrative Agent

• and -

BMO CAPITAL MARKETS AND TD SECURITIES as Co-Lead Arrangers and Joint Bookrunners

• and -

THE TORONTO-DOMINION BANK

as Syndication Agent

• and -

BANK OF MONTREAL as Swing Line Lender

WITNESSES THAT:

WHEREAS the Borrower, the Administrative Agent and the other parties thereto entered into an amended and restated credit agreement dated May 29, 2017, as amended by (i) a first amending agreement dated as of November 21, 2017, as amended by (ii) a second amending agreement dated April 3, 2018, (iii) a third amending agreement dated May 10, 2019, (iv) a fourth amending agreement dated September 27, 2019, (v) a fifth amending agreement dated November 12, 2019; (vi) a sixth amending agreement dated March 27, 2020; and (vii) a temporary accommodation and seventh amending agreement dated May 8, 2020 (collectively, the "Credit Agreement");

206581/482306 MT DOCS 20856556

AND WHEREAS the parties hereto wish to further amend the Credit Agreement in order to (A) add the following secured properties as Properties to the Secured Asset Pool:

• (i) Chartwell Jardins Notre-Dame Résidence pour Retraités, municipally known as 195 Boulevard Saint-Joseph, Gatineau, Québec;
• (ii) Chartwell Hampton House Retirement Residence, municipally known as 45555 Hodgins Ave, Chilliwack, British Columbia; and
• (iii) Chartwell Willow Retirement Community, municipally known as 12275 224 St, Maple Ridge, British Columbia, and

(collectively, the "New Secured Properties"), and (B) remove the following secured properties as Properties to the Secured Asset Pool:

• (i) Chartwell Parkway Retirement Residences, municipally known as 1645 Pickering Parkway, Pickering, Ontario;
• (ii) Chartwell Country Cottage Retirement Residence, municipally known as 75 Cranford Way, Sherwood Park, Alberta; and
• (iii) Chartwell Barton Retirement Residence, municipally known as 17290 Leslie Street, Newmarket, Ontario,

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:

ARTICLE ONE - INTERPRETATION

1.1 Definitions

All terms used in this Agreement that are not defined herein or not amended hereby shall have the meanings attributed to them in the Credit Agreement.

As used herein, "New Guarantors" shall refer to the following entities:

• (i) CSH Jardins Notre-Dame Inc.;
• (ii) CSH Hampton House Inc.; and
• (iii) CSH W. Manor Inc.

1.2 References

Except where otherwise noted, "this Agreement", "herein", "hereof", "hereto", "hereunder" or similar expressions refer to this Agreement.

ARTICLE TWO - AMENDMENTS TO CREDIT AGREEMENT

2.1 Credit Facilities

(1) Schedule 2 of the Credit Agreement is deleted in its entirety and replaced with Schedule 2 to this Agreement.

(2) Schedule 3 of the Credit Agreement is deleted in its entirety and replaced with Schedule 3 to this Agreement.

(3) Schedule 14 of the Credit Agreement is deleted in its entirety and replaced with Schedule 14 of this Agreement.

2.2 Release of Nominees

(1) Each of the Administrative Agent and the Lenders hereby unconditionally releases and forever discharges, without novation, 1179298 Ontario Limited, CSH Country Cottage Inc., and 1231436 Ontario Limited (collectively, the "Released Guarantors") and from all liability and obligations, past, present and future, under the Credit Agreement, including, without limitation, all liability and obligations under the Loan Documents, provided, however, that such release and discharge shall not apply to any indemnification obligations of the Released Guarantors as set out in the Loan Documents which, by their terms, survive the release of the Obligors or the discharge of the Security.

(2) The Released Guarantors have executed this Amending Agreement solely for the purpose of acknowledging the release set out in the foregoing Section 2.2(1) of this Amending Agreement.

2.3 Confirmation of New Guarantors

The New Guarantors are hereby added as parties to the Credit Agreement as Guarantors and acknowledge and agree to be bound by all of the covenants and obligations pursuant thereto, including, without limitation, the guarantee provisions of Article 5.03 thereof. The New Guarantors acknowledge having received and reviewed a complete copy of the Credit Agreement (as amended to the date hereof), confirm to the Lenders their approval of the amendments and modifications made to the Credit Agreement as set forth in this Amending Agreement, and understand and consent to their obligations under the Credit Agreement (as amended by this Amending Agreement).

2.4 Construction Lien - 1050 Stefoni, Saint-Jean-sur-Richelieu, Quebec

In respect of the construction lien bearing instrument number 25 689 295 and registered in the amount of \$74,129.35 (the "Construction Lien") against the Secured Property municipally known as 1050 Stefoni, Saint-Jean-sur-Richelieu, Quebec and commonly known as Oasis Saint-Jean residence pour retraites (hereinafter "Oasis Saint-Jean Property"), the Borrower:

• (a) represents and warrants that it has taken all necessary, prudent and diligent steps to discharge the lien from title to the Oasis Saint-Jean Property;
• (b) covenants to:
• (i) continue addressing the Construction Lien such that it shall provide evidence of filing at the land registry of an executed discharge of the Construction Lien from title to the Oasis Saint-Jean Property within thirty (30) days from the date hereof or such longer period as may be consented to by the Lenders in writing; and
• (ii) provide weekly status updates to the Administrative Agent until the date of registration of the discharge;
• (c) acknowledges that the failure to comply with the covenants in item (b) above shall constitute an Event of Default under the terms of the Credit Agreement.

ARTICLE THREE - CONFIRMATIONS

3.1 Conditions Precedent to Effectiveness of Amending Agreement

The effectiveness of the Agreement is subject to and conditional upon the prior satisfaction of the following conditions precedent:

(1) this Agreement shall have been executed and delivered by all parties thereto;

(2) payment in full of the costs associated with the preparation of this Amending Agreement;

(3) a corporate opinion with respect to the Obligors and an enforceability opinion with respect to this Agreement provided by counsel to the Obligors in favour of the Administrative Agent, and the Lenders, in form and substance satisfactory to the Administrative Agent and its counsel, acting reasonably;

(4) delivery to the Administrative Agent of a Compliance Certificate (demonstrating pro forma compliance with the financial covenants set out in the Credit Agreement);

(5) all applicable conditions precedent in Section 6.02 of the Credit Agreement shall be satisfied in respect of each New Secured Property (including, without limitation, delivery and Lenders' satisfaction with all third party reports and reliance letters, insurance review, MOHLTC / RHRA inspection reports, licenses, Security, opinions, title insurance and property diligence in connection with each New Secured Property);

(6) amendment of existing title insurance policy to amend the Aggregation and Tie-In endorsement to include the policy for each New Secured Property; and

(7) extension and renewal of any existing personal property registration and filings in connection with the Security, as applicable.

3.2 Confirmations

Each Obligor confirms to the Administrative Agent and the Lenders as follows:

• (a) all of the representations and warranties of each Obligor contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof except representations and warranties which relate to an earlier date, which shall be true and correct in all material respects as of such date;
• (b) all of the covenants of each Obligor contained in the Credit Agreement and the other Credit Documents together with all of the conditions precedent to a Drawdown and all other terms and conditions contained in the Credit Agreement to be complied with by the Obligors have been complied with in all material respects;
• (c) no Default or Event of Default has occurred and is continuing; and
• (d) the Borrower has not received any inspection reports from the MOHLTC or the RHRA in respect of the New Secured Properties.

3.3 Confirmation of Guarantors

Each of the Guarantors hereby consents to the entering into by the Borrower of this Agreement and confirms that its obligations under the Credit Agreement and the other Loan Documents (including each Guarantee) shall continue in full force and effect for the benefit of the Administrative Agent and the Lenders.

ARTICLE FOUR - MISCELLANEOUS

4.1 Supplemental

This Agreement is supplemental to and amends the Credit Agreement and the Credit Agreement shall henceforth be read in conjunction with, and as amended by, this Agreement, and this Agreement and the Credit Agreement shall henceforth be read, interpreted, construed and have effect so far as it is practicable, and all required re-numbering adjustments to Article references shall be deemed to have been made, as if all of the provisions of this Agreement and the Credit Agreement were contained in one instrument.

4.2 Ratification

Except as amended hereby, the Credit Agreement and all other Credit Documents and all of the terms, conditions and obligations thereof and thereunder are ratified and confirmed.

4.3 Time of the Essence

Time shall be of the essence of this Agreement.

4.4 Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns in accordance with the terms of the Credit Agreement, as applicable.

4.5 Severability

If any provision of this Amending Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any of the parties.

4.6 Further Assurances

Each of the Obligors hereby covenants and agrees that it shall at all times and from time to time hereafter and upon every request by the Lender so to do, make, do, execute, deliver or cause to be made, done, executed and delivered, all such further acts, deeds, assurances, opinions and things as may be required for more effectually implementing and carrying out the provisions of this Agreement.

4.7 Headings

The headings of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

4.8 Governing Law

The parties agree that this Agreement shall be conclusively deemed to be a contract made under, and for all purposes be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be effective as of the date first written above.

4.9 Counterparts

This Agreement may be executed in any number of counterparts and delivered by electronic means, each of which, when so executed, shall be deemed to be an original and all of which taken together shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart executed by each party.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized officers as of the date first above written.

BORROWER:

CHARTWELL MASTER CARE CORPORATION, in its capacity as sole trustee of GP M TRUST, in its capacity as sole general partner of CHARTWELL MASTER CARE LP, as Borrower

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title: Jonathan Boulakia ASO

GUARANTORS:

CHARTWELL MASTER CARE CORPORATION, in its capacity as sole trustee of GP M TRUST, as Guarantor

	Sheri Harris
	ASO
Name: Title:	Jonathan Boulakia ASO
	Name: Title:

CSH TRUST

Per: Name: Sheri Harris

ASO

Title:

Per:

Name: Title: Jonathan Boulakia ASO

CHARTWELL BENCO INC.

Name: Sheri Harris

Title: ASO

Per:

Per:

Name: Title: Jonathan Boulakia ASO

CHARTWELL MASTER CARE CORPORATION

Per:

Name: Sheri Harris

Title: ASO

Per:

Name: Title: Jonathan Boulkaia ASO

CHARTWELL RETIREMENT RESIDENCES

Name: Title: Sheri Harris ASO

Per:

Per:

Name: Title: Jonathan Boulakia ASO

CSH CHATEAU GARDENS ELMIRA INC.

Per:

Name: Sheri Harris ASO

Per:

Name: Title:

Title:

VAN HORNE MANOR INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH COUNTRY COTTAGE INC.

Per:

Name: Title: Sheri Harris ASO

Per:

CHARTWELL MASTER CARE CORPORATION, in its capacity as sole trustee of GP M TRUST, in its capacity as sole general partner of WILLOW MANOR LIMITED PARTNERSHIP

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title: Jonathan Boulakia ASO

1072153 B.C. LTD.

Per:

Name: Sheri Harris

Title: ASO

Per:

Name: Title:

CSH EAU CLAIRE INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH COLONEL BELCHER INC.

Per:

Name: Title: Sheri Harris ASO

Per:

CSH CARRINGTON PLACE INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CITY CENTRE RESIDENCE INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

9145-4066 QUEBEC INC., in its capacity as general partner of LE DUPLESSIS LIMITED PARTNERSHIP

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

VAN HORNE MANOR GP LTD., in its capacity as general partner of VAN HORNE LIMITED PARTNERSHIP

Per:

Name: Title: Sheri Harris ASO

Per:

1187655 ONTARIO LIMITED

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

1231436 ONTARIO LIMITED

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

1179298 ONTARIO LIMITED

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

796525 ONTARIO INCORPORATED

Per:

Name: Title: Sheri Harris ASO

Per:

CSH HERITAGE GLEN INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH (HOLLANDVIEW) INC.

Per: Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH NES INC.

Name: Sheri Harris

Title: ASO

Per:

Per:

Name: Title:

CSH REGENCY INC.

Per:

Name:

Sheri Harris ASO

Per:

Name: Title:

Title:

CSH ROYAL OAK LTC INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

2032296 ONTARIO INC.

Per:

Name: Sheri Harris

Title: ASO

Per:

Name: Title:

CSH LYNNWOOD INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH (LANGLEY GARDENS) LIMITED PARTNERSHIP, by its general partner CSH (LANGLEY GARDENS) INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title: Jonathan Boulakia ASO

CSH (LANGLEY GARDENS) INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH CHATSWORTH SUITES INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH (CARE) HOLDINGS LTD.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH (CARLTON GARDENS) LIMITED PARTNERSHIP, by its general partner 0729187 B.C. LTD.

Per: Name: Title: Per: Sheri Harris ASO

Name: Title: Jonathan Boulakia ASO

0751122 B.C. LTD.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

0729187 B.C. LTD.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

1145427 ONTARIO LIMITED

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH AURORA RESTHAVEN INC.

Per:

Name: Title: Sheri Harris ASO

Per:

CSH L'OASIS ST. JEAN INC.

Per:

Name: Sheri Harris

Title: ASO

Per:

Name: Title:

CSH SOUTHWIND RETIREMENT RESIDENCE INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH DOMAINE CASCADE INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH PINEWOOD INC.

Per:

Name: Title: Sheri Harris ASO

Per:

WATERLOO RETIREMENT HOME INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

KITCHENER RETIREMENT HOME INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CHARTWELL QUEBEC (MEL) HOLDINGS INC.

Per:

Name: Title:

Per:

Name: Title: Jonathan Boulakia ASO

Sheri Harris ASO

CSH (CRESCENT GARDENS) LIMITED PARTNERSHIP, BY ITS GENERAL PARTNER 0729187 B.C. LTD.

Name: Title: Sheri Harris ASO

Name: Title: Jonathan Boulakia ASO

Per:

Per:

CSH JARDINS NOTRE-DAME INC.

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH HAMPTON HOUSE INC

Per:

Name: Title: Sheri Harris ASO

Per:

Name: Title:

CSH W. MANOR INC.

Per:

Name: Title: Sheri Harris ASO

Per:

THE TORONTO-DOMINION BANK

Per:

Per:

Name: Title: Jamie Green Vice President

Name: Title: Brendon D'Mello Director

CANADIAN IMPERIAL BANK OF COMMERCE

Per:
	Name:	Kristyn Doran
	Title:	Director
Per:
	Name:	Peter F. Block
	Title:	Market Vice-President

THE BANK OF NOVA SCOTIA

Per:

Per:

Name: Title: Gabriella Tulipano, Associate

Name: Title: Rob Bridge, Director

FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC
Per:	Name: Robert Bourhis
	Title: Managing Director
Per:
	Name: Hussam El-Tamimi
	Title: Vice-President

SCHEDULE 2

Properties

Properties to be included in the Secured Asset Pool.

	NAME OF RESIDENCE	ADDRESS OF PROPERTY	REGISTERED OWNER	BENEFICIAL OWNER	MORTGAGE PRIORITY
ALBERTA PROPERTIES (2)
1.	Eau Claire Care Residence	301 7th Street SW, Calgary	CSH Eau Claire Inc.	Chartwell Master Care LP	Second priority mortgage
2.	Colonel Belcher Retirement Residence	1945 Veteran's Way NW, Calgary	CSH Colonel Belcher Inc. (Leasehold Interest)	Chartwell Master Care LP	Second priority mortgage
	BRITISH COLUMBIA PROPERTIES (8)
3.	Carrington Place Retirement Residence	4651 and 4751 23rd Street, Vernon	CSH Carrington Place Inc.	Chartwell Master Care LP	Second priority mortgage
4.	Lynnwood Retirement Residence	9168 Corbould Street, Chilliwack	CSH Lynnwood Inc.	Chartwell Master Care LP	Second priority mortgage
5.	Chatsworth Retirement Residence	1827 Parkview Crescent, Kelowna	CSH Chatsworth Suites Inc.	Chartwell Master Care LP	Second priority mortgage
6.	Carlton Gardens Care Residence	4108 Norfolk Street, Burnaby	CSH (Care) Holdings Ltd.	CSH (Carlton Gardens) Limited Partnership	Second priority mortgage
7.	Langley Gardens Retirement Residence	8888-202 Street, Langley	CSH (Langley Gardens) Inc. (148 Units)	CSH (Langley Gardens) Limited Partnership	Second priority mortgage
			0751122 B.C. Ltd. (3 Units)	CSH (Langley Gardens) Limited Partnership
			0729187 B.C. Ltd. (23 Units)	CSH (Langley Gardens) Limited Partnership
8.	Crescent Gardens	1222 King George Boulevard,	CSH (Care) Holdings Ltd. (130 Units)	CSH (Crescent Gardens) Limited Partnership	Second priority mortgage
		Surrey, British Columbia	0729187 B.C. Ltd. (35 Units)	CSH (Crescent Gardens) Limited Partnership
9.	Chartwell Hampton House Retirement Residence	45555 Hodgins Ave, Chilliwack, BC	CSH Hampton House Inc.	Chartwell Master Care LP	Second priority mortgage

	NAME OF RESIDENCE	ADDRESS OF PROPERTY	REGISTERED OWNER	BENEFICIAL OWNER	MORTGAGE PRIORITY
10.	Chartwell Willow Retirement Community	12275 224 Street, Maple Ridge, BC	CSH W. Manor Inc.	Willow Manor Limited Partnership	Second priority mortgage
	ONTARIO PROPERTIES (17)
11.	Elmira Retirement Residence	8 Snyder Avenue North, Elmira	CSH Chateau Gardens Elmira Inc.	Chartwell Master Care LP	Second priority mortgage
12.	Van Horne Retirement Residence	25 Van Horne Avenue, Smiths Falls	Van Horne Manor Inc.	Van Horne Limited Partnership	Second priority mortgage
13.	Bayview Retirement Residence	435 Dundas Street West, Belleville	1187655 Ontario Limited	Chartwell Master Care LP	Second priority mortgage
14.	Aurora Long Term Care Residence	32 Mill Street, Aurora	CSH Aurora Resthaven Inc.	Chartwell Master Care LP	Second priority mortgage
15.	Pickering City Centre Retirement Residence	1801 Valley Farm Road, Pickering	City Centre Residence Inc.	Chartwell Master Care LP	Second priority mortgage
16.	Royal Oak Long Term Care Residence	1750 Division Road North, Kingsville	CSH Royal Oak LTC Inc.	Chartwell Master Care LP	Second priority mortgage
17.	Hartford Retirement Residence	3 Fifth Street West, Morrisburg	796525 Ontario Incorporated	Chartwell Master Care LP	Second priority mortgage
18.	New Edinburgh Square Retirement Residence	420 MacKay Street, Ottawa	CSH NES Inc.	Chartwell Master Care LP	Second priority mortgage
19.	Oak Park Terrace Retirement Residence	1750 E.C. Row, North Service Road, Windsor	2032296 Ontario Inc.	Chartwell Master Care LP	Second priority mortgage
20.	Regency Retirement Residence	29 Mississauga Road North, Mississauga	CSH Regency Inc.	Chartwell Master Care LP	Second priority mortgage
21.	Heritage Glen Retirement Residence	6515 Glen Erin Drive, Mississauga	CSH Heritage Glen Inc.	Chartwell Master Care LP	Second priority mortgage
22.	Hollandview Trail Retirement Residence	200 John West Way, Aurora	CSH (Hollandview) Inc.	Chartwell Master Care LP	Third priority mortgage
23.	Southwind Retirement	1645 Paris Street, Sudbury	CSH Southwind Retirement	Chartwell Master Care LP	Second priority mortgage

	NAME OF RESIDENCE	ADDRESS OF PROPERTY	REGISTERED OWNER	BENEFICIAL OWNER	MORTGAGE PRIORITY
	Residence		Residence Inc.
24.	Pinewood Retirement Residence	1022 Pembroke Street East, Pembroke	CSH Pinewood Inc.	Chartwell Master Care LP	Second priority mortgage
25.	Bankside Terrace Retirement Residence	71 Bankside Drive, Kitchener	Kitchener Retirement Home Inc.	Chartwell Master Care LP	Second priority mortgage
26.	Georgian Retirement Residence	255 Governor's Road, Dundas	1145427 Ontario Limited	Chartwell Master Care LP	Second priority mortgage
27.	Terrace on the Square Retirement Residence	100 Caroline Street South, Waterloo	Waterloo Retirement Home Inc.	Chartwell Master Care LP	Second priority mortgage
	QUEBEC PROPERTIES (5)
28.	Le Duplessis Retirement Residence	20 Duplessis Road, Trois Rivieres	9145-4066 Quebec Inc., as general partner for Le Duplessis Limited Partnership	Chartwell Master Care LP	Second priority mortgage
29.	Oasis Saint-Jean residence pour retraites	1050 Stefoni Road, Saint Jean-sur Richelieu	CSH L'Oasis St. Jean Inc.	Chartwell Master Care LP	Second priority mortgage
30.	Le Monastere d'Aylmer	161 rue Principale, Gatineau, Quebec	Chartwell Quebec (Mel) Holdings Inc.	Chartwell Master Care LP	Second priority mortgage
31.	Domaine Cascade residence pour retraites	695 7th Street de la Pointe, Shawinigan	CSH Domaine Cascade Inc.	Chartwell Master Care LP	Second priority mortgage
32.	Chartwell Jardins Notre-Dame résidence pour retraités	195 St. Joseph Blvd, Gatineau, QC	CSH Jardins Notre-Dame Inc.	Chartwell Master Care LP	Second priority mortgage

SCHEDULE 3

FIRST MORTGAGE ENCUMBRANCES AND OTHER LISTED ENCUMBRANCES IN RESPECT OF PROPERTIES TO BE INCLUDED IN THE SECURED ASSET POOL AND IN RESPECT OF ADDITIONAL PROPERTIES

QUEBEC PROPERTY

Property : 3 923 048 of the Cadastre du Québec, Registration Division of Hull.

Permitted Encumbrances:

• 1. Lease between Résidences Les Jardins Notre-Dame Inc. (lessor) and 3429881 Canada Inc. (lessee) registered at the Land Registry Office for the Registration Division of Hull under number under number 16 805 564.
• 1. Lease between Résidences Les Jardins Notre-Dame Inc. (lessor) and Johane Bourgault and Tatiana Wakim (lessees) registered at the Land Registry Office for the Registration Division of Hull under number under number 20 568 093.
• 1. Loan Agreement and Immovable and Movable Hypothecs by CSH Jardins Notre-Dame Inc. and Chartwell Master Care LP in favour of Société financière MCAP/MCAP Financial Corporation registered at the Land Registry Office for the Registration Division of Hull under number 21 196 535.
• 1. Hypothec (and Floating Hypothec) by CSH Jardins Notre-Dame Inc. and Chartwell Master Care LP in favour of Société financière MCAP/MCAP Financial Corporation registered at the Land Registry Office for the Registration Division of Hull under number 22 165 872.
• 1. Servitude between Résidences Melior Inc./ Melior Residences Inc., Chartwell Quebec (MEL) Holdings Inc., 4349911 Canada Inc. and 4352815 Canada Inc. registered at the Land Registry Office for the Registration Division of Hull under number 14 384 136.
• 1. Servitude between Sisters of Charity at Ottawa and Jean L. Lévesque registered at the Land Registry for the Registration Division of Hull under number 542 019.

BRITISH COLUMBIA PROPERTIES

Property : PID 025-767-089: 45555 Hodgins Ave, Chilliwack, BC

Permitted Encumbrances:

• 1. Registration No. BV531254 registered on December 18, 2003 is a Covenant with the Homeowner Protection Office.
• 1. Registration No. CA5930068 registered on April 13, 2017 being a Mortgage in favour of MCAP Financial Corporation.
• 1. Registration No. CA5930069 registered on April 13, 2017 being an Assignment of Rents in favour of MCAP Financial Corporation.
• 1. Registration No. CA5958609 Registered on April 28, 2017 being a Mortgage in favour of MCAP financial Corporation.

Property : PID 025-096-966: 12275 224 Street, Maple Ridge, BC

Permitted Encumbrances:

• 1. Registration No. AB203217 registered on October 3, 1988 being a Statutory Right of Way in favour of B.C. Gas Inc.
• 1. Registration No. BR184788 registered on July 24, 2001 being a Covenant in favour of The Corporation of The District of Maple Ridge.
• 1. Registration No. BR184790 registered on July 24, 2001 being a Covenant in favour of The Corporation of The District of Maple Ridge.
• 1. Registration No. BR184793 registered on July 24, 2001 being a Statutory Right of Way in favour of The Corporation of The District of Maple Ridge.
• 1. Registration No. BR184795 registered on July 24, 2001 being a Covenant in favour of The Crown in Right of British Columbia.
• 1. Registration No. BB160295 registered on May 25, 2007 being a Statutory Right of Way in favour of British Columbia Hydro and Power Authority.
• 1. Registration No. CA6712713 registered on April 3, 2018 being a Mortgage in favour of MCAP Financial Corporation.
• 1. Registration No. CA6712714 registered on April 3, 2018 being an Assignment of Rents in favour of MCAP Financial Corporation.
• 1. Registration No. CA6712715 registered on April 3, 2018 being a mortgage in favour of MCAP Financial Corporation.

SCHEDULE 14

[see attached]

AS OF August 9, 2017

CSH Peterborough Manor Inc. (formerly Peterborough, ON) Select Living Management Limited (?)