Rider to Seniors Housing Loan and Security Agreement (01221388-3).DOC by 9ox54VU

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									        RIDER TO SENIORS HOUSING LOAN AND SECURITY AGREEMENT
                                 (CME)

             LIMITED PARTNER OR NON-MANAGING MEMBER TRANSFER

                                       (Revised 9-1-2011)


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

A.     Section 7.03(d) is deleted and replaced with the following:

       (d)     Limited Partner or Non-Managing Member Transfer. A Transfer that results in
               the cumulative Transfer of more than 50% and up to ____% [INSERT
               AMOUNT SET FORTH IN THE COMMITMENT OR ERLA] of the non-
               managing membership interests in or the limited partnership interests in
               ________________ [INSERT NAME OF ENTITY IN WHICH INTERESTS
               WILL BE TRANSFERRED AS SET FORTH IN THE COMMITMENT OR
               ERLA] (“Investor Interests”) to third party transferees (“Investor Interest
               Transfer”), provided that each of the following conditions is satisfied:

               (i)     Borrower provides Lender with prior Notice of the proposed Investor
                       Interest Transfer, and pays to Lender the Transfer Review Fee.

               (ii)    Either directly or indirectly, _____________ manages the day-to-day
                       operations of Borrower and maintains directly or indirectly at least a ___%
                       [INSERT OWNERSHIP INTEREST THAT PERSON OR ENTITY
                       NAMED IN BLANK ABOVE MUST CONTINUE TO OWN, AS SET
                       FORTH IN THE COMMITMENT OR ERLA - MINIMUM OF 1%]
                       ownership interest in Borrower.

               (iii)   At the time of the proposed Investor Interest Transfer, no Event of Default
                       has occurred and is continuing and no event or condition has occurred and
                       is continuing that, with the giving of Notice or the passage of time, or
                       both, would become an Event of Default.

               (iv)    Borrower pays or reimburses Lender, upon demand, for all costs and
                       expenses, including all Attorneys’ Fees and Costs, incurred by Lender in
                       connection with the Investor Interest Transfer.

               (v)     At the time of the first Investor Interest Transfer, Borrower pays to Lender
                       a Transfer fee in the amount of $25,000. (Borrower will not be required to
                       pay a Transfer fee for subsequent Investor Interest Transfers.)

               (vi)    If a nonconsolidation opinion was delivered on the Closing Date and if,
                       after giving effect to the merger or acquisition and all prior Transfers, 50%
                       or more in the aggregate of direct or indirect interests in Borrower are
                       owned by any Person and its Affiliates that owned less than a 50% direct

Rider To Seniors Housing Loan and Security Agreement (CME)
Limited Partner or Non-Managing Member Transfer
                       or indirect interest in Borrower as of the Closing Date, Borrower delivers
                       to Lender an opinion of counsel for Borrower, in form and substance
                       satisfactory to Lender and to the Rating Agencies, with regard to
                       nonconsolidation.

               (vii)   Lender receives confirmation acceptable to Lender that the requirements
                       of Section 6.13 continue to be satisfied.

               (viii) Lender receives organizational charts reflecting the structure of Borrower
                      prior to and after the Investor Interest Transfer and copies of the then-
                      current organizational documents of Borrower, including any
                      amendments.

               (ix)    Each transferee with an interest of 25% or more delivers to Lender a
                       certification that each of the following is true:

                       (A)    He/she/it has not been convicted of fraud or a crime involving
                              moral turpitude (or if an entity, then no principal of such entity has
                              been convicted of fraud or a crime involving moral turpitude).

                       (B)    He/she/it has not been involved in a bankruptcy or reorganization
                              within the ten years preceding the date of the Investor Interest
                              Transfer.

               (x)     Borrower delivers to Lender searches confirming that no transferee with
                       an interest of 25% or more is on the list of Specially Designated Nationals
                       or other blocked persons published by the U.S. Office of Foreign Assets
                       Control, or on the list of persons or entities prohibited from doing business
                       with the Department of Housing and Urban Development.

B.     The following definitions are added to Article XIII:

       “Investor Interest Transfer” is defined in Section 7.03(d).

       “Investor Interests” is defined in Section 7.03(d).




Rider To Seniors Housing Loan and Security Agreement (CME)                                    Page 2
Limited Partner or Non-Managing Member Transfer

								
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