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     of Assumed Management Fees and Actual Cost of Professional and General Liability and beforethe provision (benefit) for self-insured professional and general liability to the extentdeducted in determining net income, based on a rolling twelve (12) month period, testedquarterly, is not less than 1.4 to 1.0. For purposes of this Section 4.15, the minimumnumber of available beds at the Facilities must remain at or in excess of the number of bedsset forth on Schedule 4.15 herein.”     2. Borrowers shall be prohibited from altering the number of licensed beds as set forth in ArticleI of the Loan Agreement or available beds as set forth on Schedule 4.15 herein without the priorwritten consent of Lender in its sole discretion.     Except as expressly amended hereby, all other terms and conditions of the Loan Agreement shallremain unchanged and shall continue in full force and effect.     The Borrower represents that (a) no Event of Default has occurred that is continuing on thedate hereof; and (b) the representations and warranties included in Article III of the LoanAgreement are as true and correct on the date hereof as when originally made, except as suchrepresentation or warranty expressly relates to an earlier date.
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     IN WITNESS WHEREOF, the Borrower and the Lender have caused this First Amendment to beexecuted by their duly authorized respective representatives as of the date set forth above.           **WITNESSES:**   **BORROWER:**                 **DIVERSICARE AFTON OAKS, LLC**, a      Delaware limited liability company  /s/ Jacqueline Reed               By: Diversicare Leasing Corp., a  Jacqueline Reed     Tennessee corporation, its sole  [Print Name]     member                   By: /s/ L. Glynn Riddle                     L. Glynn Riddle,          its Chief Financial Officer                 **DIVERSICARE BRIARCLIFF, LLC**, a      Delaware limited liability company  /s/ Jacqueline Reed               By: Diversicare Leasing Corp., a  Jacqueline Reed     Tennessee corporation, its sole  [Print Name]     member                   By: /s/ L. Glynn Riddle                     L. Glynn Riddle,          its Chief Financial Officer                 **DIVERSICARE CHISOLM, LLC**, a      Delaware limited liability company  /s/ Jacqueline Reed               By: Diversicare Leasing Corp., a  Jacqueline Reed     Tennessee corporation, its sole  [Print Name]     member                   By: /s/ L. Glynn Riddle                     L. Glynn Riddle,          its Chief Financial Officer  
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               **DIVERSICARE HARTFORD, LLC**, a      Delaware limited liability company  /s/ Jacqueline Reed               By: Diversicare Leasing Corp., a  Jacqueline Reed     Tennessee corporation, its sole  [Print Name]     member                   By: /s/ L. Glynn Riddle                     L. Glynn Riddle,          its Chief Financial Officer                 **DIVERSICARE HILLCREST, LLC**, a      Delaware limited liability company  /s/ Jacqueline Reed               By: Diversicare Leasing Corp., a  Jacqueline Reed     Tennessee corporation, its sole  [Print Name]     member                   By: /s/ L. Glynn Riddle                     L. Glynn Riddle,          its Chief Financial Officer                 **DIVERSICARE PINEDALE, LLC**, a      Delaware limited liability company  /s/ Jacqueline Reed               By: Diversicare Leasing Corp., a  Jacqueline Reed     Tennessee corporation, its sole  [Print Name]     member                   By: /s/ L. Glynn Riddle                     L. Glynn Riddle,          its Chief Financial Officer                 **DIVERSICARE WINDSOR HOUSE,**      **LLC**, a Delawarelimited liability company  /s/ Jacqueline Reed               By: Diversicare Leasing Corp., a  Jacqueline Reed     Tennessee corporation, its sole  [Print Name]     member                   By: /s/ L. Glynn Riddle                     L. Glynn Riddle,          its Chief Financial Officer  
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      **LENDER:**