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20130239G of the Borrower's audited annual financial statement, the Capital Recovery Payments may not be taken or retained, but they shall accrue, without additional interest, until the next annual review by HUD of the Borrower's audited annual financial statement confirms, as determined by HUD, that there is sufficient cash then available to resume the Capital Recovery Payments. HUD's determination will include the amount of cash then available to the Borrower for payment toward accrued Capital Recovery Payments. c. To the extent provided in the Restructuring Commitment, a Distribution for an Incentive Performance Fee may be earned and taken annually by the Borrower, subject to compliance by the Borrower with all conditions, limitations and restrictions thereto under MAHRA and/or as may be set forth in the MAHRA Regulatory Agreement, which includes, without limitation, (i) the payment of all obligations of the Project (accounts payable and accrued, unescrowed expenses), unless funds for payment are set aside or deferment of payment has been approved by HUD, and (ii) the requirement that there be no outstanding unresolved HUD audit or management findings (collectively, "IPF Distribution Conditions "). For the purpose of an Incentive Performance Fee, compliance with the MAHRA Regulatory Agreement means that all terms and conditions contained in the MAHRA Regulatory Agreement were satisfied as of the last day of the Payment Period, whether or not a Notice to Borrower of a Violation thereunder was given. In the event that any of the IPF Distribution Conditions have not been satisfied as of the last day of the Payment Period, other than the payment of the Restricted Surplus Cash that is due, and for the Incentive Payment to be retained must be paid, by the Payment Date (defined in the Note), the Incentive Performance Fee for that Payment Period shall neither be taken nor accrue, and if taken shall be returned. In the event that Incentive Performance Fee Conditions have been satisfied but Surplus Cash is insufficient to pay the Incentive Performance Fee or any portion thereof, the Incentive Performance Fee or portion thereof shall neither be taken nor accrue, and if taken shall be returned. d. Without limiting the foregoing, CRP Distribution Conditions and IPF Distribution Conditions specifically include Subsections 14.a, b, and c. of the Regulatory Agreement, and Distributions may not be taken if there is an Event of Default under the FHA - Insured First Mortgage Loan or a conventional first mortgage loan, which may be superior in priority to the MAHRA Restructuring Loan(s). 6. MODIFICATION. Except as specifically modified by this Rider, the Regulatory Agreement is in full force and effect in accordance with its terms. 7. RELEASE OF MAHRA REGULATORY AGREEMENT. HUD hereby agrees that, upon the request of the Borrower made on or after the date of either the satisfaction or cancellation of the MAHRA Restructuring Loan made of even date herewith, HUD shall execute a recordable instrument approved by HUD for purpose of releasing the MAHRA Regulatory Agreement of record. All costs and expenses relating to the preparation and recording of such release shall be paid by the Borrower. fader to Reg Agrnt 92466M on MRWCF1vtRev 01/06/2012 -4- CR- FRBJCI1 VLLAGE