Chartwell Retirement Residences — Capital/Financing Update 2021

Jan 14, 2021

Execution Version

TEMPORARY ACCOMMODATION AND NINTH AMENDING AGREEMENT TO THE SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT

This Agreement made as of December ___, 2020 (the “21 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 a first amending agreement dated as of November 21, 2017, as amended by a second amending agreement dated April 3, 2018, as amended by a third amending agreement dated May 10, 2019, a fourth amending agreement dated September 27, 2019, a fifth amending agreement dated November 12, 2019, a sixth amending agreement dated March 27, 2020, a temporary

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accommodation and seventh amending agreement dated May 8, 2020, and an eighth amending agreement dated October 20, 2020 (collectively, the “ Credit Agreement ”);

AND WHEREAS pursuant to a request letter dated December 8, 2020 from the Borrower to the Administrative Agent (the “ Request Letter ”), the Borrower requested certain temporary accommodations in respect of certain terms of the Credit Agreement during the first, second, third and fourth Financial Quarters of 2021 (the “ Accommodation Period ”, with the fourth Financial Quarter of 2021 being referred to herein as “ Q4 2021 ”);

AND WHEREAS the Lenders have agreed to grant such accommodations during the Accommodation Period subject to the terms and conditions hereinafter set forth, and have otherwise agreed to amend the terms of the Credit Agreement as more particularly set forth herein;

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.

1.2 References

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

ARTICLE TWO - TEMPORARY ACCOMMODATIONS

2.1 Temporary Accommodations

(1) During the Accommodation Period and for the purposes of any calculation of the Lending Value made when the most recently ended Financial Quarter is Q4 2021, the requirements of paragraph (d) under the definition of “Lending Value” in Section 1.01 of the Credit Agreement shall be temporarily suspended, provided that for the third Financial Quarter of 2021 and Q4 2021, the maximum relief in Lending Value attributable to such temporary suspension shall be limited to $50,000,000.00.

(2) During the Accommodation Period and during the period that Q4 2021 is the most recently ended Financial Quarter, the requirements of Section 6.02(1)(f) of the Credit Agreement shall be temporarily suspended.

(3) The accommodations agreed to by the Lenders as described in Sections 2.1(1) and (2) of this Agreement will not, except as expressly provided for herein, constitute a waiver or amendment of any Default or Event of Default under, or any provision of, or operate as a waiver

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or amendment of any right, power or remedy of the Lenders under the Credit Agreement or any other rights or remedies to which the Lenders may be entitled at law.

ARTICLE THREE - BUILDER’S LIEN

3.1 Builder’s Lien – 301 7[th] Street SW, Calgary, Alberta

In respect of the builder’s lien bearing instrument number 201206054 and registered in the amount of $38,878.62 (the “ Builder’s Lien ”) against the Secured Property municipally known as 301 7[th] Street SW, Calgary, Alberta and commonly known as Eau Claire Care Residence (hereinafter the “ Eau Claire Property ”), the Borrower:

• (a) represents and warrants that it has taken all necessary, prudent and diligent steps to discharge the Builder’s Lien from title to the Eau Claire Property;

(b) covenants to:

• (i) continue addressing the Builder’s Lien such that it shall provide evidence of filing at the land registry of an executed discharge of the Builder’s Lien from title to the Eau Claire 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 FOUR - CONFIRMATIONS

4.1 Amendment Fee

The Borrower hereby agrees to pay to the Administrative Agent on the date hereof for the account of the Lenders a fee equal to 13 bps of the Total Commitment, to be allocated on a pro rata basis to each Lender according to its pro rata share of the Total Commitment.

4.2 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; and

(2) payment in full of the Amendment Fee and any other costs associated with the preparation of this Amending Agreement.

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4.3 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; and

• (c) no Default or Event of Default has occurred and is continuing.

4.4 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 FIVE - MISCELLANEOUS

5.1 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.

5.2 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.

5.3 Time of the Essence

Time shall be of the essence of this Agreement.

5.4 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.

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5.5 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.

5.6 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.

5.7 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.

5.8 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.

5.9 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]

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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: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Sheri Harris Title: Authorized Signing Officer

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GUARANTORS:

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

Per: Name: ~~Jonathan Boulakia~~ Title: Authorized Signing Officer Per: Name: Sheri Harris Title: Authorized Signing Officer CSH TRUST Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: ~~Sheri Harris~~ Title: Authorized Signing Officer CHARTWELL BENCO INC. Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Sheri Harris Title: Authorized Signing Officer CHARTWELL MASTER CARE CORPORATION Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Sheri Harris Title: Authorized Signing Officer

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CHARTWELL RETIREMENT RESIDENCES

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Sheri Harris Title: Authorized Signing Officer

CSH CHATEAU GARDENS ELMIRA INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

VAN HORNE MANOR INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

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: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Sheri Harris Title: Authorized Signing Officer

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1072153 B.C. LTD.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

CSH EAU CLAIRE INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

CSH COLONEL BELCHER INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

CSH CARRINGTON PLACE INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

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CITY CENTRE RESIDENCE INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

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

Per: Name: Jonathan Boulakia Title: Authorized Siging Officer Per: Name: Title:

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

Per:

Name: Jonathan Boulakia Title: Authorized Signing Officer

Per:

Name: Title:

1187655 ONTARIO LIMITED

Per:

Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

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796525 ONTARIO INCORPORATED

Per: Name: ~~Jonathan Boulakia~~ Title: Authorized Signing Officer Per: Name: Title:

CSH HERITAGE GLEN INC.

Per: Name: ~~Jonathan Boulakia~~ Title: Authorized Signing Officer Per: Name: Title:

CSH (HOLLANDVIEW) INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

CSH NES INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

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CSH REGENCY INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

CSH ROYAL OAK LTC INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

2032296 ONTARIO INC.

Per: Name: ~~Jonathan Boulakia~~ Title: Authorized Signing Officer Per: Name: Title:

CSH LYNNWOOD INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

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

Per: ~~Jonathan Boulakia~~ Name: Title: Authorized Signing Officer

Per:

Name: Title:

CSH (LANGLEY GARDENS) INC.

Per:

Name: Jonathan Boulakia Title: Authorized Signing Officer

Per:

Name: Title:

CSH CHATSWORTH SUITES INC.

Per:

Name: Jonathan Boulakia Title: Authorized Signing Officer

Per:

Name: Title:

CSH (CARE) HOLDINGS LTD.

Per:

Per:

Name: Jonathan Boulakia Title: Authorized Signing Officer Name: Title:

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

Per:

Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

0751122 B.C. LTD.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

0729187 B.C. LTD.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

1145427 ONTARIO LIMITED

Per:

Per:

Name: Jonathan Boulakia Title: Authorized Signing Officer Name: Title:

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CSH AURORA RESTHAVEN INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

CSH L’OASIS ST. JEAN INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

CSH SOUTHWIND RETIREMENT RESIDENCE INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

CSH DOMAINE CASCADE INC.

Per: Name: ~~Jonathan Bolakia~~ Title: Authorized Signing Officer Per: Name: Title:

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CSH PINEWOOD INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

WATERLOO RETIREMENT HOME INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

KITCHENER RETIREMENT HOME INC.

Per: ~~Jonathan Boulakia~~ Name: Title: Authorized Signing Officer Per: Name: Title: CHARTWELL QUEBEC (MEL) HOLDINGS INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

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

Per:

Name: Jonathan Boulakia Title: Authorized Signing Officer

Per: Name: Title:

CSH JARDINS NOTRE-DAME INC.

Per: Name: Jonathan Boulakia Title: Authorized Signing Officer

Per: Name: Title:

CSH HAMPTON HOUSE INC

Per:

Name: Jonathan Boulakia Title: Authorized Signing Officer Per: Name: Title:

CSH W. MANOR INC.

Per: ~~Jonathan Boulakia~~ Name: Title: Authorized Signing Officer Per: Name: Title:

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ADMINISTRATIVE AGENT:

BANK OF MONTREAL, as Administrative Agent

Per:

Name: Jenny Li Title: Managing Director

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LENDERS:

BANK OF MONTREAL, as Lender

Per: Name: Jenny Li Title: Managing Director

BANK OF MONTREAL, as Swing Line Lender

Per: Name: Jenny Li Title: Managing Director

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THE TORONTO-DOMINION BANK

Per: Name: Jamie Green Title: Vice President

Per:

Name: Brendon D'Mello Title: Director

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CANADIAN IMPERIAL BANK OF COMMERCE

Per:

Per:

==> picture [78 x 34] intentionally omitted <==

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

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THE BANK OF NOVA SCOTIA

Per: Name: Rob Bridge, Title: Director Per: Name: Gabriella Tulipano, Title: Associate

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FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC

Per:

Name: Robert Bourhis Title: Managing Director

Per:

Name: Hussam El-Tamimi Title: Vice-President

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