Medicare and Medicaid Rider (01272396-2).DOC

							        RIDER TO SENIORS HOUSING LOAN AND SECURITY AGREEMENT
                          (CME AND PORTFOLIO)

                             MEDICARE, MEDICAID AND
                          GOVERNMENTAL PAYOR PROGRAMS

                                        (Revised 3-20-2012)


The following changes are made to the Loan Agreement which precedes this Rider:

A.     Section 5.32 is deleted and replaced with the following:

       5.32    Medicare and Medicaid.

               (a)     The Facility is in compliance in all material respects with the requirements
                       for participation in the Governmental Payor Program, including without
                       limitation, the Medicare and Medicaid Patient Protection Act of 1987.

               (b)     The Facility is in conformance in all material respects with all insurance,
                       reimbursement and cost reporting requirements, and has a current provider
                       agreement under Title XVIII and/or XIX of the Social Security Act or any
                       other applicable laws for reimbursement necessary for its Intended Use.

               (c)     There is no action pending or threatened to terminate the participation of
                       the Facility in the Governmental Payor Program nor is there any decision
                       not to renew any provider agreement related to the Facility, nor is there
                       any action pending or threatened to impose material intermediate or
                       alternative sanctions with respect to the Facility.

               (d)     All Governmental Payor Program, and private insurance cost reports and
                       financial reports submitted by Borrower, any operator of the Facility, or
                       any management agent for the Facility are and will be materially accurate
                       and complete and have not been and will not be misleading in any material
                       respects.

               (e)     No cost reports for the Facility remain “open” or unsettled, except as
                       otherwise disclosed to Lender.

               (f)     The Facility has not received a “Level A” (or equivalent) violation, and no
                       statement of charges or deficiencies has been made or penalty enforcement
                       action has been undertaken against the Facility, any management agent or
                       operator of the Facility or the Borrower (or any officer, director or
                       stockholder of any of the foregoing) during the last 3 calendar years, and
                       there have been no violations over the past 3 calendar years which have
                       threatened any certification of the Facility, any management agent or
                       operator thereof or the Borrower for participation in any Governmental
                       Payor Program.

Rider to Seniors Housing Loan and Security Agreement (CME and Portfolio)
Medicare, Medicaid and Governmental Payor Programs
               (g)     There are no resident care agreements with residents of the Facility or with
                       any other persons or organizations which deviate in any material adverse
                       respect from the standard forms customarily used at a comparable first-
                       class facility or which conflict with any statutory or regulatory
                       requirements.

               (h)     All resident records at the Facility, including any resident trust fund
                       accounts, are true and correct in all material respects.

               (i)     Borrower and the Facility are not subject to any proceeding, suit, or
                       investigation by any Governmental Authority and none of the Borrower,
                       any management agent, or any operator of the Facility has received any
                       notice from any Governmental Authority which may result in the
                       imposition of a fine or interim or final sanction or would result in a lower
                       reimbursement rate for services rendered to eligible residents which has
                       not been provided for on the financial statements provided to Lender.

               (j)     The execution and delivery of the Note, this Loan Agreement, the Security
                       Instrument, or any other Loan Document, Borrower’s performance under
                       the Loan Documents, the recordation of the Security Instrument, and the
                       exercise of any remedies by Lender, will not do any of the following:

                       (i)     Adversely affect the right by Borrower, an operator of the Facility,
                               or the Facility to receive Governmental Payor Program payments
                               and reimbursements with respect to the Facility.

                       (ii)    Materially reduce the Governmental Payor Program payments and
                               reimbursements which Borrower or an operator of the Facility is
                               receiving as of the date of this Agreement.

                       (iii)   Adversely affect any of the Licenses.

               (k)     If any existing management agreement or operating lease is terminated or
                       Lender acquires the Facility through foreclosure or otherwise, none of the
                       Borrower, Lender, any subsequent management agent, any subsequent
                       operator of the Facility, or any subsequent purchaser (through foreclosure
                       or otherwise) must obtain a certificate of need from any Governmental
                       Authority (other than giving of any notice required under the applicable
                       state law or regulation) prior to receiving certification to receive
                       Governmental Payor Program payments (or any successor programs) for
                       residents having coverage under any Governmental Payor Program so
                       long as neither the type of service nor any unit complement is changed.




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B.     Section 6.28 is deleted and replaced with the following:

       6.28    Medicare and Medicaid

               (a)     No more than ___% of the residents at the Facility may participate in a
                       Governmental Payor Program.

               (b)     If the covenant in section (a) above is violated, Borrower must
                       immediately fund a transition reserve with cash in an amount equal to the
                       aggregate of 6 months of principal and interest payments due under the
                       terms of the Note for the next 6 months. If the Note provides for interest to
                       accrue at an adjustable or variable interest rate (other than during the
                       “Extension Period,” as defined in the Note, if applicable), then Lender will
                       estimate the amount of the interest due during such 6-month period.
                       Borrower must also enter into a transition reserve agreement acceptable to
                       Lender in form and content.

               (c)     Borrower will furnish to Lender, within 10 days after receipt by Borrower,
                       any operator of the Facility or any management agent for the Facility, any
                       and all notices from any Governmental Authority that the Governmental
                       Payor Program certification of the Facility is being downgraded to a
                       substandard category, revoked, or suspended, or that action is pending or
                       being considered to downgrade any such certification.

               (d)     Borrower will furnish to Lender, within 10 days after receipt by Borrower,
                       any operator of the Facility or any management agent for the Facility, a
                       copy of any survey, report or statement of deficiencies by any
                       Governmental Authority administering Governmental Payor Program
                       funds or programs. Within the time period specified by any such
                       Governmental Authority for furnishing a plan of correction, Borrower will
                       furnish to Lender a copy of the plan of correction. Borrower will correct or
                       will cause to be corrected any deficiency the curing of which is a
                       condition of continued eligibility for Governmental Payor Program
                       payment or reimbursement, including full participation in the
                       Governmental Payor Program for existing residents and for new residents
                       to be admitted with Governmental Payor Program coverage by the date
                       required for cure by the Governmental Authority.

               (e)     Other than in the normal course of business, Borrower will not, and will
                       not permit any operator of the Facility or any management agent for the
                       Facility to, change the terms of any of the Governmental Payor Program
                       or its normal billing payment and reimbursement policies and procedures
                       with respect thereto (including the amount and timing of finance charges,
                       fees and write-offs).



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               (f)     Borrower will provide Lender within 10 days of the required filing of cost
                       reports of the Facility with the Governmental Payor Program agency or
                       the date of actual filing of such cost report of the Facility with such
                       agency, whichever is earlier, with a complete and accurate copy of the
                       annual Governmental Payor Program cost report of the Facility, which
                       will be prepared by an independent certified public accountant or by an
                       experienced cost report preparer acceptable to Lender, and will promptly
                       furnish Lender any amendments filed with respect to such reports and all
                       responses, audit reports or inquiries with respect to such reports.

               (g)     Borrower will permit and will cause any management agent for the
                       Facility or any operator of the Facility to permit representatives appointed
                       by Lender, including independent accountants, agents, attorneys,
                       appraisers and any other persons, to visit and inspect during its normal
                       business hours and at any other reasonable times any of the Facility and to
                       make photographs thereof, and to write down and record any information
                       such representatives obtain, and will permit Lender or its representatives
                       to investigate and verify the accuracy of the information furnished to
                       Lender under or in connection with this Loan Agreement or any of the
                       other Loan Documents and to discuss all such matters with its officers,
                       employees and representatives.

               (h)     Borrower will furnish and will cause any management agent for the
                       Facility or any operator of the Facility to furnish to Lender at Borrower’s
                       expense all evidence, which Lender may from time to time reasonably
                       request as to the accuracy and validity of or compliance with all
                       representations and warranties made by Borrower in the Loan Documents
                       and satisfaction of all conditions contained in the Loan Documents.

               (i)     Any inspection or audit of the Facility or the books and records of
                       Borrower, any management agent for the Facility or any operator of the
                       Facility, or the procuring of documents and financial and other
                       information, by or on behalf of Lender, will be for Lender’s protection
                       only, and will not constitute any assumption of responsibility or liability
                       by Lender to Borrower, any management agent for the Facility or any
                       operator of the Facility or anyone else with regard to the condition,
                       construction, maintenance or operation of the Facility, nor Lender’s
                       approval of any certification given to Lender nor relieve Borrower of any
                       of Borrower’s obligations or a management agent or an operator of the
                       Facility of any of its obligations.

               (j)     Within 120 days after the end of each fiscal quarter of Borrower,
                       Borrower will deliver or cause management agent for the Facility or an
                       operator of the Facility to deliver to Lender information in sufficient
                       detail, as determined by Lender, to show by patient-mix (i.e., private and
                       Governmental Payor Program,if applicable) the average monthly census of

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                       the Facility, occupancy rates and the amount of income attributed to
                       reimbursements or payments from a Governmental Payor Program.

               (k)     After an Event of Default, Lender is authorized to give notice to all third
                       party payors at Lender’s option, instructing them to pay all third party
                       payments, including Medicare, Medicaid or TRICARE, which would be
                       otherwise paid to Borrower or to an operator of the Facility to Lender, to
                       the extent permitted by law.

               (l)     Borrower will not and will not permit any breach or violation of any
                       Healthcare Laws pertaining thereto, including without limitation, any
                       Healthcare Laws pertaining to billing for goods or services by
                       Borrower or any operator of the Facility and (ii) Borrower will not and
                       will not permit any circumstance to occur which would (A) cause
                       Borrower, an operator of the Facility or the Facility to be disqualified
                       for participation in any such program or (B) which would cause the non
                       renewal or termination of participation in any such program by
                       Borrower, an operator of the Facility or the Facility, as applicable.


C.     The following is added as a new subsection to Section 9.01:

       (_)     If Borrower, an operator of the Facility, or the Facility should be assessed fines or
               penalties in excess of $50,000.00 in the aggregate in any year by any state or any
               Medicare, Medicaid, TRICARE, health, reimbursement, or licensing agency
               having jurisdiction over Borrower, an operator of the Facility, or the Facility.




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