Common use of EXPLANATORY STATEMENT Clause in Contracts

EXPLANATORY STATEMENT. Borrower is a direct or indirect subsidiary or affiliate of the Company. At the request of the Company and the Borrower, BOCFC has agreed to make one or more loans to the Borrower in the aggregate amount of $2,116,100 (collectively the "LOAN"). The Loan to Borrower will be evidenced by one or more promissory notes of Borrower in favor of BOCFC (collectively the "BORROWER NOTES") and will be secured by one or more first lien deeds of trust (collectively the "SECURITY INSTRUMENTS") on certain parcels of real property and the improvements thereon owned by Borrxxxx. Xxe Company will provide a limited guaranty of the Loan. As an inducement to BOCFC to make the Loan to the Borrower, and without which BOCFC would not make the to the Borrower, the Company and the Borrower have agreed to pay the Additional Interest to the BOCFC with respect to the Loan in accordance with the terms and conditions of this Note. The Additional Interest shall be in an amount equal to the profit which BOCFC would have realized if the Company had issued to BOCFC on the date hereof a Warrant to purchase the Warrant Shares (both as hereinafter defined), and BOCFC had exercised such Warrant in whole or in part, at such time or times as BOCFC determined and immediately sold the Warrant Shares issued upon such exercise, subject however to a stated minimum amount of $10.00.

EXPLANATORY STATEMENT. Borrower is a direct or indirect subsidiary or affiliate of ARV Assisted Living, Inc, a Delaware corporation (the "Company"). At the request of the Company and the Borrower, BOCFC has agreed to make one or more loans to the Borrower in the aggregate amount of $2,116,100 39,703,100 (collectively the "LOAN"). The Loan to Borrower will be evidenced by one or more promissory notes of Borrower in favor of BOCFC (collectively the "BORROWER NOTES") and will be secured by one or more first lien deeds of trust (collectively the "SECURITY INSTRUMENTS") on certain parcels of real property and the improvements thereon owned by BorrxxxxBorrower. Xxe The Company will provide a limited guaranty of the Loan. As an inducement to BOCFC to make the Loan to the Borrower, and without which BOCFC would not make the Loan to the Borrower, the Company and the Borrower have has agreed to pay the Additional Interest Consideration to the BOCFC with respect to the Loan in accordance with the terms and conditions of this Note and the Company has agreed to guaranty the obligations of Borrower under this Note. The Additional Interest Consideration shall be in an amount equal to the profit which BOCFC would have realized if the Company had issued to BOCFC on the date hereof a Warrant to purchase the Warrant Shares (both as hereinafter defined), and BOCFC had exercised such Warrant in whole or in part, at such time or times as BOCFC determined and immediately sold the Warrant Shares issued upon such exercise, subject however to a stated minimum amount of $10.00.

EXPLANATORY STATEMENT. Borrower is a direct or indirect subsidiary or affiliate of ARV Assisted Living, Inc, a Delaware corporation (the "Company"). At the request of the Company and the Borrower, BOCFC has agreed to make one or more loans to the Borrower in the aggregate amount of $2,116,100 (collectively the "LOAN"). The Loan to Borrower will be evidenced by one or more promissory notes of Borrower in favor of BOCFC (collectively the "BORROWER NOTES") and will be secured by one or more first lien deeds of trust (collectively the "SECURITY INSTRUMENTS") on certain parcels of real property and the improvements thereon owned by BorrxxxxBorrower. Xxe The Company will provide a limited guaranty of the Loan. As an inducement to BOCFC to make the Loan to the Borrower, and without which BOCFC would not make the Loan to the Borrower, the Company and the Borrower have has agreed to pay the Additional Interest Consideration to the BOCFC with respect to the Loan in accordance with the terms and conditions of this Note and the Company has agreed to guaranty the obligations of Borrower under this Note. The Additional Interest Consideration shall be in an amount equal to the profit which BOCFC would have realized if the Company had issued to BOCFC on the date hereof a Warrant to purchase the Warrant Shares (both as hereinafter defined), and BOCFC had exercised such Warrant in whole or in part, at such time or times as BOCFC determined and immediately sold the Warrant Shares issued upon such exercise, subject however to a stated minimum amount of $10.00.

EXPLANATORY STATEMENT. Borrower is a direct or indirect subsidiary or affiliate of ARV Assisted Living, Inc, a Delaware corporation (the "Company"). At the request of the Company and the Borrower, BOCFC has agreed to make one or more loans to the Borrower in the aggregate amount of $2,116,100 13,382,200 (collectively the "LOAN"). The Loan to Borrower will be evidenced by one or more promissory notes of Borrower in favor of BOCFC (collectively the "BORROWER NOTES") and will be secured by one or more first lien deeds of trust (collectively the "SECURITY INSTRUMENTS") on certain parcels of real property and the improvements thereon owned by BorrxxxxBorrower. Xxe The Company will provide a limited guaranty of the Loan. As an inducement to BOCFC to make the Loan to the Borrower, and without which BOCFC would not make the Loan to the Borrower, the Company and the Borrower have has agreed to pay the Additional Interest Consideration to the BOCFC with respect to the Loan in accordance with the terms and conditions of this Note and the Company has agreed to guaranty the obligations of Borrower under this Note. The Additional Interest Consideration shall be in an amount equal to the profit which BOCFC would have realized if the Company had issued to BOCFC on the date hereof a Warrant to purchase the Warrant Shares (both as hereinafter defined), and BOCFC had exercised such Warrant in whole or in part, at such time or times as BOCFC determined and immediately sold the Warrant Shares issued upon such exercise, subject however to a stated minimum amount of $10.00.