UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-16817

FIVE STAR QUALITY CARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		04-3516029
(State of Incorporation)		(IRS Employer Identification No.)

400 Centre Street, Newton, Massachusetts 02458

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, Including Area Code): 617-796-8387

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filed”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of registrants’ shares of common stock, $0.01 par value, outstanding as of August 10, 2009: 35,436,064.

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FIVE STAR QUALITY CARE, INC.

FORM 10-Q

JUNE 30, 2009

INDEX

		Page
PART I	Financial Information

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	Condensed Consolidated Balance Sheet – June 30, 2009 and December 31, 2008	1

	Condensed Consolidated Statement of Income – Three and Six Months Ended June 30, 2009 and 2008	2

	Condensed Consolidated Statement of Cash Flows – Six Months Ended June 30, 2009 and 2008	3

	Notes to Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	27

	Warning Concerning Forward Looking Statements	28

PART II	Other Information

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 4.	Submission of Matters to a Vote of Security Holders	31

Item 5.	Other Information	31

Item 6.	Exhibits .	32

	Signatures	35

As used herein the terms “we”, “us”, “our” and “Five Star” include Five Star Quality Care, Inc. and its consolidated subsidiaries unless otherwise expressly stated or the context otherwise requires.

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Part I. Financial Information

Item 1. Condensed Consolidated Financial Statements

FIVE STAR QUALITY CARE, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands, except share data)

(unaudited)

	June 30, 2009			December 31, 2008
ASSETS

Current assets:
Cash and cash equivalents	$	21,749		$	16,138
Accounts receivable, net of allowance of $6,523 and $6,292 at June 30, 2009 and December 31, 2008, respectively	61,666			66,023
Prepaid expenses	5,564			8,058
Investments in trading securities	66,577			—
Investments in available for sale securities	7,961			7,232
Restricted cash	4,799			4,943
Restricted investments	2,867			2,575
UBS put right related to auction rate securities	7,794			—
Other current assets	9,072			7,907
Assets of discontinued operations	—			1,385
Total current assets	188,049			114,261

Property and equipment, net	189,241			190,627
Investment in trading securities	—			62,866
Equity investment in Affiliates Insurance Company	4,964			—
UBS put right related to auction rate securities	—			11,081
Restricted cash	6,002			6,279
Restricted investments	7,825			7,089
Goodwill and other intangible assets	15,550			15,752
Other long term assets	3,755			4,683
	$	415,386		$	412,638

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	25,198		$	28,443
Accrued expenses	17,250			18,460
Accrued compensation and benefits	45,906			36,560
Due to Senior Housing Properties Trust	15,406			14,908
UBS secured revolving credit facility related to auction rate securities	39,857			—
Mortgage notes payable	153			149
Accrued real estate taxes	9,550			9,304
Security deposit liability	11,782			12,521
Other current liabilities	9,019			8,531
Liabilities of discontinued operations	—			263
Total current liabilities	174,121			129,139

Long term liabilities:
UBS secured revolving credit facility related to auction rate securities	—			21,875
Mortgage notes payable	12,363			12,441
Convertible senior notes	67,172			126,500
Continuing care contracts	2,767			3,183
Accrued self insurance obligations	23,563			22,410
Other long term liabilities	11,167			11,751
Total long term liabilities	117,032			198,160

Commitments and contingencies	—			—

Shareholders’ equity:
Preferred stock, par value $0.01:1,000,000 shares authorized, none issued	—			—
Common stock, par value $0.01: 50,000,000 shares authorized, 32,236,064 and 32,205,604 shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively	322			322
Additional paid-in capital	287,437			287,204
Accumulated deficit	(166,655		)	(200,605		)
Unrealized gain (loss) on investments in available for sale securities	3,129			(1,582		)
Total shareholders’ equity	124,233			85,339
	$	415,386		$	412,638

See accompanying notes.

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FIVE STAR QUALITY CARE, INC.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share data)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Revenues:
Senior living revenue	$	253,169		$	227,752		$	504,590		$	443,868
Rehabilitation hospital revenue	25,673			24,421			50,367			49,165
Institutional pharmacy revenue	18,285			18,281			36,550			35,487
Total revenues	297,127			270,454			591,507			528,520

Operating expenses:
Senior living wages and benefits	129,983			111,287			257,526			219,828
Other senior living operating expenses	60,135			58,441			121,718			111,637
Rehabilitation hospital expenses	22,749			22,615			45,648			45,207
Institutional pharmacy expenses	18,288			17,347			36,661			33,550
Rent expense	44,625			39,255			88,596			74,677
General and administrative	13,007			11,722			25,449			22,855
Depreciation and amortization	4,269			3,642			8,444			7,271
Total operating expenses	293,056			264,309			584,042			515,025

Operating income	4,071			6,145			7,465			13,495

Interest, dividend and other income	784			1,302			1,915			3,796
Interest and other expense	(1,246		)	(1,600		)	(2,426		)	(3,194		)
Unrealized gain (loss) on investments in trading securities	195			(1,096		)	3,711			(4,366		)
Unrealized gain (loss) on UBS put right related to auction rate securities	239			—			(3,287		)	—
Equity in losses of Affiliates Insurance Company	(109		)	—			(109		)	—
Gain on early extinguishment of debt	6,106			—			31,231			—
Impairment of investments in available for sale securities	—			—			(2,947		)	—

Income from continuing operations before income taxes	10,040			4,751			35,553			9,731
Provision for income taxes	(993		)	(444		)	(1,509		)	(1,010		)
Income from continuing operations	9,047			4,307			34,044			8,721
Loss from discontinued operations	(469		)	(818		)	(94		)	(3,615		)

Net income	$	8,578		$	3,489		$	33,950		$	5,106

Weighted average shares outstanding - basic	32,236			31,831			32,221			31,825

Weighted average shares outstanding - diluted	37,728			41,562			38,437			41,556

Basic income (loss) per share from:
Continuing operations	$	0.28		$	0.14		$	1.06		$	0.27
Discontinued operations	(0.01		)	(0.03		)	—			(0.11		)
Net income per share - basic	$	0.27		$	0.11		$	1.06		$	0.16

Diluted income (loss) per share from:
Continuing operations	$	0.26		$	0.13		$	0.92		$	0.26
Discontinued operations	(0.01		)	(0.02		)	—			(0.09		)
Net income per share - diluted	$	0.25		$	0.11		$	0.92		$	0.17

See accompanying notes.

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FIVE STAR QUALITY CARE, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

(unaudited)

	Six months ended June 30,
	2009			2008

Cash flows from operating activities:
Net income	$	33,950		$	5,106
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	8,444			7,271
Gain on early extinguishment of debt	(31,231		)	—
Loss from discontinued operations	94			3,615
Unrealized (gain) loss on investments in trading securities	(3,711		)	4,366
Unrealized loss on UBS put right related to auction rate securities	3,287			—
Equity in losses of Affiliates Insurance Company	109			—
Impairment of investments in available for sale securities	2,947			—
(Gain) loss on available for sale securities	(729		)	563
Provision for losses on receivables, net	231			861
Changes in assets and liabilities:
Accounts receivable	4,126			(2,765		)
Prepaid expenses and other assets	490			5,346
Investment securities	—			(13,050		)
Accounts payable and accrued expenses	(4,455		)	(2,161		)
Accrued compensation and benefits	9,346			8,068
Due to Senior Housing Properties Trust	498			2,253
Other current and long term liabilities	148			2,821
Cash provided by operating activities	23,544			22,294

Net cash provided by (used in) discontinued operations	1,028			(463		)

Cash flows from investing activities:
Deposits into restricted cash and investment accounts, net	1,390			(434		)
Acquisition of property and equipment	(31,108		)	(36,862		)
Acquisition of senior living communities, net of working capital assumed	—			3,204
Investment in Affiliates Insurance Company	(5,074		)	—
Proceeds from disposition of property and equipment held for sale	24,240			27,263
Cash used in investing activities	(10,552		)	(6,829		)

Cash flows from financing activities:
Proceeds from borrowings on credit facilities	48,791			—
Repayments of borrowings on credit facilities	(30,809		)	—
Purchase and retirement of convertible senior notes	(26,317		)	—
Repayments of mortgage notes payable	(74		)	(117		)
Cash used in financing activities	(8,409		)	(117		)

Change in cash and cash equivalents	5,611			14,885
Cash and cash equivalents at beginning of period	16,138			30,999
Cash and cash equivalents at end of period	$	21,749		$	45,884

Supplemental cash flow information:
Cash paid for interest	$	2,103		$	2,654
Cash paid for income taxes	$	1,640		$	1,428

Non-cash investing and financing activities:
Issuance of common stock	$	89		$	143

See accompanying notes.

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

Note 1. Basis of Presentation and Organization

The accompanying condensed consolidated financial statements of Five Star Quality Care, Inc. and its subsidiaries have been prepared without audit. Certain information and disclosures required by generally accepted accounting principles for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2008. In the opinion of our management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. All material intercompany transactions and balances have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. For further discussion of our liquidity and capital resources see Item 2 of this quarterly report.

In preparing these condensed consolidated financial statements, we evaluated events that occurred through August 10, 2009, the date of issuance of these condensed consolidated financial statements, for potential recognition or disclosure.

We operate senior living communities, including independent living or congregate care communities, assisted living communities and skilled nursing facilities, or SNFs. As of June 30, 2009, we leased or owned and operated 207 senior living communities containing 22,027 living units, including 159 primarily independent and assisted living communities with 17,675 living units and 48 SNFs with 4,352 units.

Of our 159 primarily independent and assisted living communities, we:

· leased 132 communities containing 15,499 living units from Senior Housing Properties Trust, or Senior Housing, our former parent;

· leased four communities with 200 living units from Health Care Property Investors; and

· owned 23 communities with 1,976 living units.

Of our 48 SNFs, we:

· leased 46 facilities from Senior Housing with 4,081 units; and

· owned two facilities with 271 units.

In aggregate, our 207 senior living communities included 6,233 independent living apartments, 9,622 assisted living units and 6,172 skilled nursing units. Excluded from the preceding data are three senior living communities which we leased from Senior Housing, including two assisted living senior living communities containing 173 living units and one SNF containing 62 units, which have been classified as discontinued operations.

We also own and operate five institutional pharmacies and we operate two rehabilitation hospitals with 321 beds that we lease from Senior Housing. Our two rehabilitation hospitals provide inpatient services at the two hospitals and three satellite locations. In addition, we operate 14 outpatient clinics affiliated with these rehabilitation hospitals.

Note 2. New Accounting Pronouncements

In April 2009, the FASB issued FSP No. FAS 107-1 and Accounting Principles Board, or APB, 28-1, “ Interim Disclosures About Fair Value of Financial Instruments ”, or FSP 107-1, which extends the disclosure requirements of SFAS No. 107, “ Disclosures about Fair Value of Financial Instruments ”, to interim financial statements of

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

publicly traded companies as defined in APB Opinion No. 28, “ Interim Financial Reporting ”. FSP 107-1 is effective for interim reporting periods ending after June 15, 2009. We have adopted FSP 107-1 effective April 1, 2009.

In April 2009, the FASB issued FSP No. FAS 157-4, “ Determining Fair Value When the Volume and Level of Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions that are Not Orderly ”, or FSP 157-4, which amends SFAS No. 157, “ Fair Value Measurements ” to provide additional guidance on estimating fair value when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. FSP 157-4 also provides additional guidance on circumstances that may indicate that a transaction is not orderly. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. We have evaluated the effect of the adoption of FSP 157-4 and have concluded it has no material effect on our financial position or results of operations.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, “ Recognition and Presentation of Other-Than-Temporary Impairments ”, or FSP 115-2, which amends the other-than-temporary impairment guidance for debt and equity securities. FSP 115-2 is effective for interim and annual reporting periods ending after June 15, 2009. We have evaluated the effect of the adoption of FSP 115-2 and have concluded that it has no material effect on our financial position or results of operations.

In May 2009, the FASB issued SFAS No. 165, “ Subsequent Events ”, or SFAS No. 165. SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. SFAS No. 165 is effective for interim and annual fiscal periods ending after June 15, 2009. We have adopted SFAS No. 165 effective April 1, 2009.

In June 2009, the FASB issued SFAS No. 168, “ The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ”, or SFAS No. 168, or the Codification, and, in doing so, authorized the Codification as the sole source for authoritative U.S. Generally Accepted Accounting Principles, or GAAP. SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. Once it’s effective, it will supersede all accounting standards in U.S. GAAP, aside from those issued by the Securities and Exchange Commission, or the SEC. SFAS No. 168 replaces SFAS No. 162 to establish a new hierarchy of GAAP sources for non-governmental entities under the Codification. We have evaluated the effect of SFAS No. 168 and have concluded that it will have no material effect on our financial position or results of operations.

Note 3. Property and Equipment

Property and equipment, at cost, consists of the following at:

	June 30, 2009			December 31, 2008
Land	$	14,775		$	16,976
Buildings and improvements	144,580			147,205
Furniture, fixtures and equipment	70,849			63,770
	230,204			227,951
Accumulated depreciation	(40,963		)	(37,324		)
	$	189,241		$	190,627

As of June 30, 2009 and December 31, 2008, we had assets classified as “held for sale” of $4,642 and $11,272, respectively, included in our property and equipment that we intend to sell to Senior Housing as permitted by our leases.

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

Note 4. Comprehensive Income

Comprehensive income for the three and six months ended June 30, 2009 and 2008 is summarized below:

	Three months ended June 30,					Six months ended June 30,
	2009		2008			2009		2008
Net income	$	8,578	$	3,489		$	33,950	$	5,106
Loss on investments considered other than temporary	—		—			2,947		—
Unrealized gain (loss) on investments	3,723		(1,463		)	1,764		(623		)
Comprehensive income	$	12,301	$	2,026		$	38,661	$	4,483

Note 5. Financial Data by Segment

Our reportable segments consist of our senior living community business and our rehabilitation hospital business. In the senior living community segment, we operate independent living and congregate care communities, assisted living communities and SNFs. Our rehabilitation hospital segment provides inpatient rehabilitation services at two hospital locations and three satellite locations and outpatient rehabilitation services at 14 affiliated outpatient clinics. We do not consider our institutional pharmacy operations to be a material, separately reportable segment of our business but we report our institutional pharmacy revenues and expense as separate items within our corporate and other activities. All of our operations and assets are located in the United States, except for our two captive insurance companies that participate in our liability and workers’ compensation insurance programs and which are located in Bermuda and the Cayman Islands.

We use segment operating profit as an important measure to evaluate our performance and for our business decision making purposes. Segment operating profit excludes interest and other income; interest and other expense; and certain corporate expenses.

Our revenues by segments and a reconciliation of segment operating profit (loss) to income (loss) from continuing operations before income taxes for the three and six months ended June 30, 2009 and 2008 are as follows:

	Senior Living Communities			Rehabilitation Hospitals		Corporate and Other(1)			Total
Three months ended June 30, 2009
Revenues	$	253,169		$	25,673	$	18,285		$	297,127
Segment expenses:
Operating expenses	190,118			22,749		18,288			231,155
Rent expense	41,787			2,838		—			44,625
Depreciation and amortization	3,265			16		988			4,269
Total segment expenses	235,170			25,603		19,276			280,049

Segment operating profit (loss)	17,999			70		(991		)	17,078
General and administrative expenses (2)	—			—		(13,007		)	(13,007		)
Operating income (loss)	17,999			70		(13,998		)	4,071
Interest, dividend and other income	21			—		763			784
Interest and other expense	(201		)	—		(1,045		)	(1,246		)
Unrealized gain on investments in trading securities	—			—		195			195
Unrealized gain on UBS put right related to auction rate securities	—			—		239			239
Equity in losses of Affiliates Insurance Company	—			—		(109		)	(109		)
Gain on early extinguishment of debt	—			—		6,106			6,106
Provision for income taxes	—			—		(993		)	(993		)
Income (loss) from continuing operations	$	17,819		$	70	$	(8,842	)	$	9,047

Total Assets as of June 30, 2009	$	259,108		$	17,363	$	138,915		$	415,386

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

	Senior Living Communities			Rehabilitation Hospitals			Corporate and Other (1)			Total
Three months ended June 30, 2008
Revenues	$	227,752		$	24,421		$	18,281		$	270,454
Segment expenses:
Operating expenses	169,728			22,615			17,347			209,690
Rent expense	36,574			2,681			—			39,255
Depreciation and amortization	2,442			309			891			3,642
Total segment expenses	208,744			25,605			18,238			252,587

Segment operating profit (loss)	19,008			(1,184		)	43			17,867
General and administrative expenses (2)	—			—			(11,722		)	(11,722		)
Operating profit (loss)	19,008			(1,184		)	(11,679		)	6,145
Interest, dividend and other income	95			—			1,207			1,302
Interest and other expense	(327		)	—			(1,273		)	(1,600		)
Unrealized loss of investments in trading securities	—			—			(1,096		)	(1,096		)
Provision for income taxes	—			—			(444		)	(444		)
Income (loss) from continuing operations	$	18,776		$	(1,184	)	$	(13,285	)	$	4,307

Total Assets as of June 30, 2008	$	250,021		$	20,925		$	109,899		$	380,845

	Senior Living Communities			Rehabilitation Hospitals			Corporate and Other (1)			Total
Six months ended June 30, 2009
Revenues	$	504,590		$	50,367		$	36,550		$	591,507
Segment expenses:
Operating expenses	379,244			45,648			36,661			461,553
Rent expense	82,972			5,624			—			88,596
Depreciation and amortization	6,419			53			1,972			8,444
Total segment expenses	468,635			51,325			38,633			558,593

Segment operating profit (loss)	35,955			(958		)	(2,083		)	32,914
General and administrative expenses (2)	—			—			(25,449		)	(25,449		)
Operating income (loss)	35,955			(958		)	(27,532		)	7,465
Interest, dividend and other income	293			—			1,622			1,915
Interest and other expense	(403		)	—			(2,023		)	(2,426		)
Unrealized loss on investments in trading securities	—			—			3,711			3,711
Impairment on investments in available for sale securities	—			—			(2,947		)	(2,947		)
Unrealized loss on UBS put right related to auction rate securities	—			—			(3,287		)	(3,287		)
Equity losses of Affiliates Insurance Company	—			—			(109		)	(109		)
Gain on early extinguishment of debt	—			—			31,231			31,231
Provision for income taxes	—			—			(1,509		)	(1,509		)
Income (loss) from continuing operations	$	35,845		$	(958	)	$	(843	)	$	34,044

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

	Senior Living Communities			Rehabilitation Hospitals			Corporate and Other (1)			Total
Six months ended June 30, 2008
Revenues	$	443,868		$	49,165		$	35,487		$	528,520
Segment expenses:
Operating expenses	331,465			45,207			33,550			410,222
Rent expense	69,346			5,331			—			74,677
Depreciation and amortization	4,876			617			1,778			7,271
Total segment expenses	405,687			51,155			35,328			492,170

Segment operating profit (loss)	38,181			(1,990		)	159			36,350
General and administrative expenses (2)	—			—			(22,855		)	(22,855		)
Operating income (loss)	38,181			(1,990		)	(22,696		)	13,495
Interest, dividend and other income	1,044			—			2,752			3,796
Interest and other expense	(633		)	—			(2,561		)	(3,194		)
Gain on early extinguishment of debt	—			—			(4,366		)	(4,366		)
Provision for income taxes	—			—			(1,010		)	(1,010		)
Income (loss) from continuing operations	$	38,592		$	(1,990	)	$	(27,881	)	$	8,721

(1)	Corporate and Other includes operations that we do not consider significant, separately reportable segments of our business, as well as income and expenses that are not attributable to a specific segment.

(2)	General and administrative expenses are not attributable to a specific segment and include items such as corporate payroll and benefits and outside service expenses affecting home office activities.

Note 6. Income Taxes

Because we have historically reported losses, we do not currently recognize the benefit of all of our deferred tax assets, including tax loss carry forwards that may be used to offset future taxable income. We will, however, continue to assess our ability to generate sufficient taxable income during future periods in which our deferred tax assets may be realized. When we believe that we will more likely than not recover our deferred tax assets, we will record deferred tax assets as an income tax benefit in our consolidated statement of operations, which will affect our results of operations. As of December 31, 2008, our federal net operating loss carry forward was approximately $165,361. Our net operating loss carry forwards, that begin to expire in 2023 if unused, are subject to audit and adjustments by the Internal Revenue Service.

For the six months ended June 30, 2009, we recognized tax expenses of $1,509, which includes $158 of alternative minimum taxes, tax expense of $847 for state taxes on operating income and state tax expense of $437 attributable to the gain on extinguishment of debt, each payable without regard to our tax loss carry forwards. Tax expense also includes $67 related to a non-cash deferred liability arising from the amortization of goodwill for tax purposes but not for book purposes.

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

Note 7. Earnings Per Share

Basic earnings per share, or EPS, for the three and six months ended June 30, 2009 and 2008 is computed using the weighted average number of shares outstanding during the periods. Diluted EPS for the three and six months ended June 30, 2009 and 2008 reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income applicable to common shareholders that would result from their assumed issuance. The outstanding weighted average shares used to calculate basic and diluted EPS include approximately 330,000 and 82,000 unvested shares as of June 30, 2009 and 2008, respectively, issued to officers and others under our 2001 Stock Option and Stock Incentive Plan.

The following table provides a reconciliation of net income and the number of common shares used in the computations of diluted EPS:

	Three Months Ended June 30,
	2009							2008
	Income (loss)			Shares	Per Share			Income (loss)			Shares	Per Share
Income from continuing operations	$	9,047		32,236	$	0.28		$	4,307		31,831	$	0.14
Effect of Convertible Senior Notes	579			5,492				1,115			9,731
Diluted income from continuing operations	$	9,626		37,728	$	0.26		$	5,422		41,562	$	0.13

Diluted loss from discontinued operations	$	(469	)	37,728	$	(0.01	)	$	(818	)	41,562	$	(0.02	)

	Six Months Ended June 30,
	2009						2008
	Income (loss)			Shares	Per Share		Income (loss)			Shares	Per Share
Income from continuing operations	$	34,044		32,221	$	1.06	$	8,721		31,825	$	0.27
Effect of Convertible Senior Notes	1,300			6,216			2,230			9,731
Diluted income from continuing operations	$	35,344		38,437	$	0.92	$	10,951		41,556	$	0.26

Diluted loss from discontinued operations	$	(94	)	38,437	$	—	$	(3,615	)	41,556	$	(0.09	)

Note 8. Fair Values of Assets and Liabilities

The table below presents the assets and liabilities measured at fair value at June 30, 2009, categorized by the level of inputs used in the valuation of each asset.

Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Long lived assets held for sale (1)	$	4,642	$	—	$	4,642	$	—
Investments in trading securities (2)	66,577		—		—		66,577
UBS put right (3)	7,794		—		—		7,794
Investments in available for sale securities (4)	18,653		18,653		—		—
Total assets	$	97,666	$	18,653	$	4,642	$	74,371

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

(1) Long lived assets held for sale consist of property and equipment we expect to sell to Senior Housing as permitted by our leases. We determined that these asset costs approximate fair value since we have either recently acquired the assets or the assets are part of ongoing construction projects and we expect to sell these assets to Senior Housing at their recorded value.

(2) Our investments in trading securities consist of auction rate securities, or ARS, which are primarily bonds issued by various entities to fund student loans pursuant to the Federal Family Education Loan Program. Due to events in the credit markets, auctions for our ARS failed starting in the first quarter of 2008 and there is currently no market, or a very illiquid market, in which we might sell these securities. We measured the fair value of these securities by reference to a statement provided by UBS AG, or UBS, that was calculated with the assistance of a valuation model. This model considered, among other items, the collateral underlying the investments, the creditworthiness of the counterparty, the timing of expected future cash flows including possible refinancing of the securities and a determination of the appropriate discount rate. The analysis also included a comparison, when possible, to observable market data of securities with characteristics similar to our ARS. We reviewed the components of, and calculations made under, UBS’s model. Due to the changes in fair value for our ARS for the six months ended June 30, 2009, we have recorded an unrealized gain of $3,711. We have entered a settlement agreement with UBS related to our investment in ARS. Pursuant to this agreement we have the right, or our UBS put right, to require UBS to acquire our ARS at par value on June 30, 2010. On June 30, 2009, we reclassified our ARS from non-current to current investments since we expect to exercise our UBS put right within one year.

(3) We valued our UBS put right by taking into consideration the fair value of our ARS, the amounts outstanding on our loan with UBS and a factor representing our credit party risk with UBS. The largest risk associated with our put right is the continued financial solvency of UBS. The value of our UBS put right typically fluctuates inversely with the value of the ARS that we hold, however, during the second quarter, we recognized an unrealized gain on both our ARS and, due to a decline in the credit default swap rate for UBS, the value of our UBS put right. The increase in value of our ARS for the six months ended June 30, 2009 caused an unrealized loss of $3,287 in the value of our UBS put right. We have accounted for our UBS put right as a freestanding financial instrument and elected to carry it at its estimated fair market value under the fair value option of SFAS No. 159, “ The Fair Value Option for Financial Assets ”. We elected the fair value option since we expect that, other than changes in UBS’ credit default swap rate and our borrowings on the UBS line, the changes in fair value of the UBS put right will be offset by the fair value change in the ARS. On June 30, 2009, we reclassified our UBS put right from non-current to current assets due to our expectation to exercise our UBS put right on June 30, 2010.

(4) Investments in available for sale securities consist primarily of preferred securities and are reported on our balance sheet as current investments in available for sale securities of $7,961, current restricted investments of $2,867 and long term restricted investments of $7,825. These securities are carried at fair value utilizing quoted market prices with changes in fair value recorded in other comprehensive income and have an amortized cost of $15,444 and $18,524 as of June 30, 2009 and December 31, 2008. When a change in fair value is deemed temporary, we record a corresponding credit or charge to other comprehensive income for any unrealized gains or losses. As of June 30, 2009 and 2008, these securities had unrealized gains of $3,436 and $88 and unrealized losses of $227 and $1,716, respectively. If we determine that a valuation adjustment is “other than temporary”, we would record a charge to earnings. We determine the estimated fair value of our available for sale investments by reviewing the current market price, the ratings of the security, the financial condition of the obligor, and our intent and ability to retain the investment for a sufficient period to allow for recovery in the market value of the investment. In evaluating the factors described above, we presume a decline in value to be “other than temporary” if the quoted market price of the security is below the investment’s cost basis for an extended period. However, the presumption may be overcome if there is persuasive evidence indicating the decline is temporary in nature, such as if the operating performance of the obligor is strong or the market price of the security is historically volatile. During the six months ended June 30, 2009, we have recorded an “other than temporary” loss of $2,947, due to current economic conditions involving the companies that issued the securities we hold. Unrealized gains earned on our available for sale investments are recorded in other comprehensive income for the current period and will be recorded in the statement of income when they are sold. At June 30, 2009, 11 of the preferred securities we hold are in a loss position that has ranged from six to 45 months and have accumulated losses of $227. We consider these investments temporarily impaired since we believe we have the ability, and maintain our intent, to hold these investments until recovery of market value occurs.

The table below presents the change in fair value measurements that used Level 3 inputs for the six months ended June 30, 2009:

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

	Investments in trading securities		UBS put right
Balance at December 31, 2008	$	62,866	$	11,081
Change in value recognized in earnings	3,516		(3,527		)
Balance at March 31, 2009	66,382		7,554
Change in value recognized in earnings	195		240
Balance at June 30, 2009	$	66,577	$	7,794

We adopted FSP 107-1 as of April 1, 2009 which requires quarterly fair value disclosures for financial instruments rather than annual disclosure. Our financial instruments are limited to cash and cash equivalents, accounts receivable, investments in trading securities, investments in available for sale securities, accounts payable, mortgage notes payable, our UBS put right and our convertible senior notes. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts due to the short term nature of these instruments.

The carrying values and fair values of non-current financial asset and liabilities, that qualify as financial instruments under FSP 107-1 are shown in the following table.

	As of June 30, 2009				As of December 31, 2008
Description	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long term financial assets:
Investments in trading securities (1)	$	—	$	—	$	62,866	$	62,866
Restricted cash and investments (2)	13,827		13,827		13,368		13,368
Equity investment in Affiliates Insurance Company (3)	4,964		4,964		—		—
UBS put right related to auction rate securities (4)	—		—		11,081		11,081
Total long term financial assets	$	18,791	$	18,791	$	87,315	$	87,315

Long term financial liabilities:
UBS secured revolving credit facility (5)	$	—	$	—	$	21,875	$	21,875
Mortgage notes payable (2)	12,363		12,363		12,441		12,441
Convertible senior notes (6)	67,172		40,303		126,500		42,884
Total long term financial liabilities	$	79,535	$	52,666	$	160,816	$	77,200

(1) We measured the fair value of these securities by reference to a statement provided by UBS that was calculated with the assistance of a valuation model. This model considered, among other items, the collateral underlying the investments, the creditworthiness of the counterparty, the timing of expected future cash flows including possible refinancing of the securities and a determination of the appropriate discount rate. The analysis also included a comparison, when possible, to observable market data of securities with characteristics similar to our ARS. We reviewed the components of, and calculations made under, UBS’s model.

(2) The carrying value of our restricted cash and investments and our mortgage notes payable approximates its fair value.

(3) We measured the fair value of our equity investment in AIC (as defined below) by considering, among other things, the individual assets and liabilities held by AIC, AIC’s overall financial condition and earning trends, and the financial condition and prospects for the insurance industry generally.

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

(4) We have accounted for our UBS put right as a freestanding economic hedge for a financial asset (our investments in ARS) and elected to carry it at its estimated fair market value under the fair value option.

(5) The carrying value of our UBS secured revolving credit facility approximates fair value.

(6) We estimate the fair value of our convertible senior notes is determined using quoted market data for these securities.

Note 9. Lines of Credit

We have a $40,000 revolving line of credit. Our revolving line of credit is available for acquisitions, working capital and general business purposes and is currently scheduled to expire in May 2010. The amount we are able to borrow at any time is subject to limitation based upon qualifying collateral. We are the borrower under this revolving line of credit and certain of our subsidiaries guarantee our obligations under the facility, which is secured by our and our guarantor subsidiaries’ accounts receivable, deposit accounts and related assets. We borrow in U.S. dollars and borrowings under our revolving line of credit require annual interest at LIBOR plus a premium. The facility contains covenants requiring us to maintain collateral, minimum net worth and certain other financial ratios, places limits on our ability to incur or assume debt or create liens with respect to certain of our properties and has other customary provisions. In certain circumstances and subject to available collateral and lender approvals, the maximum amount which we may borrow under this credit facility may be increased to $80,000. The termination date may be extended twice, in each case by 12 months, subject to lender approval, our payment of extension fees and other conditions. As of June 30, 2009 and August 10, 2009, no amounts were outstanding and $40,000 was available under this line of credit. As of June 30, 2009 and August 10, 2009, we believe we are in compliance with all applicable covenants under this revolving line of credit. Interest expense and other associated costs related to this facility were $127 and $34 for the three months ended June 30, 2009 and 2008, respectively, and $166 and $83 for the six months ended June 30, 2009 and 2008, respectively.

Pursuant to our settlement agreement with UBS, we have a non-recourse credit facility with UBS which is available for acquisitions, working capital and general business purposes. The amount we are able to borrow at any time is 60% of the market value of the ARS which are collateral for the loan. Such amount may vary over time. Our interest rate under the credit facility will also vary depending on the interest payable to us on the ARS, but will not exceed LIBOR plus 50 basis points. On June 30, 2009, we reclassified our ARS from non-current to current investments since we expect to exercise our put right with UBS within one year. As a result, on June 30, 2009, we also reclassified our outstanding borrowings from long-term to current as the loan must be repaid with the proceeds from the exercise of our UBS put right. As of June 30, 2009 and August 10, 2009, we had $39,857 outstanding under this credit facility and approximately $89 remained available to borrow. As of June 30, 2009 and August 10, 2009, we believe we are in compliance with all applicable covenants under this revolving credit facility. Interest expense and other associated costs related to this facility were $243 and $312 for the three and six months ended June 30, 2009, respectively.

Note 10. Mortgages Payable

At June 30, 2009, three of our communities were encumbered by United States Department of Housing and Urban Development, or HUD, insured mortgages totaling $12,516. The weighted average interest rate on these loans was 6.23%. Payments of principal and interest are due monthly until maturities at varying dates ranging from June 2035 to July 2043. These mortgages contain standard HUD mortgage covenants. In September 2008, we repaid two HUD insured mortgages that were secured by one of our senior living communities. Mortgage interest expense, including premium amortization, was $201 and $327 for the three months ended June 30, 2009 and 2008, respectively, and $403 and $633 for the six months ended June 30, 2009 and 2008, respectively.

Note 11. Convertible Senior Notes due 2026

In October 2006, we issued $126,500 principal amount of our Convertible Senior Notes due 2026, or the Notes, pursuant to an indenture which contains customary covenants . Our net proceeds from this offering were

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

approximately $122,600. The Notes are convertible into our common shares at any time. The initial conversion rate, which is subject to adjustment, is 76.9231 common shares per $1 principal amount of the Notes, which represents an initial conversion price of $13.00 per share. A holder that surrenders Notes for conversion in connection with a “make-whole fundamental change”, as defined in the indenture governing the Notes that occurs before October 20, 2011 may in some circumstances be entitled to an increased conversion rate. Interest expense and other associated costs on the Notes were $675 and $1,239 for the three months ended June 30, 2009 and 2008, respectively, and $1,545 and $2,478 for the six months ended June 30, 2009 and 2008, respectively. As of June 30, 2009 and August 10, 2009, we believe we are in compliance with all applicable covenants of this indenture.

In January 2009, we retired $46,500 par value, or 36.8%, of our outstanding Notes that we had purchased for $20,000, plus accrued interest. We funded this purchase principally by borrowings under our UBS credit facility. As a result of these purchases, we recorded a $25,125 gain, net of related unamortized costs, on early extinguishment of debt.

In April and May 2009, we retired an additional $12,800 par value of our outstanding Notes that we had purchased for $6,317, plus accrued interest. We funded this purchase principally from cash generated by our operations and borrowings under our UBS credit facility. As a result of these purchases, we recorded a $6,106 gain, net of related unamortized costs, on early extinguishment of debt.

Note 12. Related Person Transactions

At June 30, 2009, we leased 181 of our senior living communities and our two rehabilitation hospitals from Senior Housing for a total minimum rent of $174,836.

During the six months ended June 30, 2009, pursuant to the terms of our leases with Senior Housing, Senior Housing purchased $24,240 of improvements made to our properties leased from Senior Housing, and, as a result, our annual rent payable to Senior Housing increased by approximately $1,942.

As of June 30, 2009, we have invested $5,074 in Affiliates Insurance Company, or AIC, an insurance company that is owned by Reit Management & Research, LLC, or RMR, and other companies to which RMR provides management services. We own approximately 16.67% of the common shares of AIC which has a current carrying value of $4,964. Although we own less than 20% of AIC, we use the equity method to account for our investment in AIC because we believe that we have significant influence over AIC since each of our directors is a director of AIC and since we expect to procure some of our insurance from AIC. Under the equity method, we record our percentage share of net earnings from AIC in our consolidated statement of income. If we determine there is an “other than temporary” decline in the fair value of this investment, we would record a charge to earnings. In evaluating the fair value of this investment, we have considered, among other things, the assets and liabilities held by AIC, AIC’s overall financial condition and earning trends, and the financial condition and prospects for the insurance industry generally. Subsequent to June 30, 2009, we invested an additional $35 in order to fund our share of certain AIC formation and licensing costs for AIC.

Note 13. Discontinued Operations

In March 2007, we agreed with Senior Housing that it should sell two assisted living communities in Pennsylvania, which we lease from Senior Housing. We and Senior Housing are in the process of selling these assisted living communities and, upon their sale, our annual minimum rent payable to Senior Housing will decrease by 9.0% of the net proceeds of the sale to Senior Housing, in accordance with the terms of our lease with Senior Housing. In

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FIVE STAR QUALITY CARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

December 2007, we decided to sell one institutional pharmacy located in California and our mail order pharmacy located in Nebraska.

We sold our institutional pharmacy in two installments in the six months ended June 30, 2009, which resulted in a gain on sale of $1,226. We were unable to sell the mail order pharmacy on acceptable terms and we ceased operations on March 31, 2009.

In May 2009, we agreed with Senior Housing that it should sell a SNF located in Iowa which we lease from Senior Housing. We and Senior Housing are in the process of selling this SNF and, if it is sold, our annual minimum rent payable to Senior Housing will decrease by 10.0% of the net proceeds of the sale to Senior Housing, in accordance with the terms of our lease with Senior Housing.

As of June 30, 2009, we had disposed of substantially all of our assets and liabilities related to the assisted living communities which we expect to sell. The assets and liabilities related to the two pharmacies that we sold or closed are presented separately in the consolidated balance sheet. We have reclassified the consolidated statement of income for all periods presented to show the results of operations of the communities and pharmacies which have been sold or are expected to be sold as discontinued. Below is a summary of the operating results of these discontinued operations included in the financial statements for the three and six months ended June 30, 2009 and 2008:

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Revenues	$	1,601		$	3,713		$	4,061		$	7,495
Expenses	(2,070		)	(4,531		)	(4,155		)	(11,110		)
Net loss	$	(469	)	$	(818	)	$	(94	)	$	(3,615	)

Note 14. Subsequent Events

On August 4, 2009, we entered into a lease realignment agreement, or the Realignment Agreement, with Senior Housing. The Realignment Agreement was entered into to assist Senior Housing in obtaining mortgage financing, or the Loan, from Federal National Mortgage Association, or FNMA, which is secured by 28 properties owned by Senior Housing and leased to us, or the Properties. The Properties consist of senior living communities with 5,618 living units located in 16 states. In connection with the FNMA transaction, we realigned our leases with Senior Housing. Lease No. 1 (which is comprised of four separate leases) now covers 80 properties, including independent living communities, assisted living communities and skilled nursing facilities, and has an initial term that expires in 2024. Lease No. 2 now covers 50 properties, including independent living communities, assisted living communities, skilled nursing facilities and two rehabilitation hospitals, and has an initial term that expires in 2026. Lease No. 3 now covers the 28 FNMA financed properties, including independent living communities and assisted living communities, and has an initial term that expires in 2028. Lease No. 4 now covers 25 properties, including independent living communities, assisted living communities and skilled nursing facilities, and has an initial term that expires in 2017. In connection with the lease realignment and the FNMA financing, we reached an accommodation with Senior Housing whereby we sold certain of our personal property at the mortgaged properties, we encumbered certain of our assets (e.g. accounts receivable) arising from our operation of the mortgaged properties, we sold 3,200,000 of our common shares and we agreed to certain reporting and other obligations required by FNMA and we were compensated by Senior Housing by receiving a $2,000 annual rent reduction for the term of Lease No. 2, a cash payment of $18,600 and Senior Housing agreed to reimburse us for out of pocket expenses incurred in connection with the negotiation and closing of the Loan. On August 4, 2009, in connection with the FNMA financing, we also amended our $40,000 revolving line of credit to allow us to pledge the accounts receivable arising from the 28 communities to secure the FNMA loan. For more information about the agreement we entered with Senior Housing to facilitate this financing please see Part II, Item 5 of this Quarterly Report on Form 10-Q.

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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operation

RESULTS OF OPERATIONS

Our reportable segments consist of our senior living community business and our rehabilitation hospital business. In the senior living community segment, we operate independent living and congregate care communities, assisted living communities and SNFs. Our rehabilitation hospital segment provides inpatient rehabilitation services at two hospital locations and three satellite locations and outpatient rehabilitation services at 14 outpatient clinics. We do not consider our institutional pharmacy operations to be a material, separately reportable segment of our business but we report our institutional pharmacy revenues and expense as separate items within our corporate and other activities. All of our operations and assets are located in the United States, except for our two captive insurance companies that participate in our workers’ compensation and liability insurance programs and which are located in Bermuda and the Cayman Islands.

We use segment operating profit as an important measure to evaluate our performance and for internal business decision making purposes. Segment operating profit excludes interest and other income, interest and other expense and certain corporate expenses.

Key Statistical Data (for the three months ended June 30, 2009 and 2008):

The following tables present a summary of our operations for the three months ended June 30, 2009 and 2008:

Senior living communities:

	Three months ended June 30,
(dollars in thousands, except average daily rate)	2009			2008			$ Change			% Change
Senior living revenue	$	253,169		$	227,752		$	25,417		11.2	%
Senior living wages and benefits	(129,983		)	(111,287		)	(18,696		)	(16.8	)%
Other senior living operating expenses	(60,135		)	(58,441		)	(1,694		)	(2.9	)%
Rent expense	(41,788		)	(36,574		)	(5,214		)	(14.3	)%
Depreciation and amortization expense	(3,264		)	(2,442		)	(822		)	(33.7	)%
Interest and other expense	(201		)	(327		)	126			38.5	%
Interest, dividend and other income	21			95			(74		)	(77.9	)%
Senior living income from continuing operations	$	17,819		$	18,776		$	(957	)	(5.1	)%

No. of communities (end of period)	207			179			28			15.6	%
No. of living units (end of period)	22,027			19,579			2,448			12.5	%
Occupancy %	86.0		%	88.6		%	n/a			(2.6	)%
Average daily rate	$	146.42		$	145.73		$	0.69		0.5	%
Percent of senior living revenue from Medicare	14.7		%	15.1		%	n/a			(0.4	)%
Percent of senior living revenue from Medicaid	16.5		%	16.8		%	n/a			(0.3	)%
Percent of senior living revenue from private and other sources	68.8		%	68.1		%	n/a			0.7	%

Comparable communities (senior living communities that we have operated continuously since April 1, 2008):

	Three months ended June 30,
(dollars in thousands, except average daily rates)	2009			2008			$ Change			% Change
Senior living revenue	$	233,098		$	227,752		$	5,346		2.3	%
Senior living community expenses	$	(174,974	)	$	(169,728	)	$	(5,246	)	(3.1	)%
No. of communities (end of period)	179			179			—			—
No. of living units (end of period)	19,588			19,579			—			—
Occupancy %	86.9		%	88.6		%	n/a			(1.7	)%
Average daily rate	$	150.43		$	145.73		$	4.70		3.2	%
Percent of senior living revenue from Medicare	15.8		%	15.1		%	n/a			0.7	%
Percent of senior living revenue from Medicaid	17.7		%	16.8		%	n/a			0.9	%
Percent of senior living revenue from private and other sources	66.5		%	68.1		%	n/a			(1.6	)%

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Rehabilitation hospitals:

	Three months ended June 30,
(dollars in thousands)	2009			2008			$ Change			% Change
Rehabilitation hospital revenues	$	25,673		$	24,421		$	1,252		5.1	%
Rehabilitation hospital expenses	(22,749		)	(22,615		)	(134		)	(0.6	)%
Rent expense	(2,838		)	(2,681		)	(157		)	(5.9	)%
Depreciation and amortization expense	(16		)	(309		)	293			94.8	%
Rehabilitation hospital income (loss) from continuing operations	$	70		$	(1,184	)	$	1,254		105.9	%

Corporate and Other: (1)

	Three months ended June 30,
(dollars in thousands)	2009			2008			$ Change			% Change
Institutional pharmacy revenue	$	18,285		$	18,281		$	4		—
Institutional pharmacy expenses	(18,288		)	(17,347		)	(941		)	(5.4	)%
Depreciation and amortization expense	(988		)	(891		)	(97		)	(10.9	)%
General and administrative expense (2)	(13,007		)	(11,722		)	(1,285		)	(11.0	)%
Unrealized gain (loss) on investments in trading securities	195			(1,096		)	1,291			117.8	%
Unrealized gain on UBS put right related to auction rate securities	239			—			239			—
Equity in losses of Affiliates Insurance Company	(109		)	—			(109		)	—
Gain on early extinguishment of debt	6,106			—			6,106			—
Interest, dividend and other income	763			1,207			(444		)	(36.8	)%
Interest and other expense	(1,045		)	(1,273		)	228			17.9	%
Provision for income taxes	(993		)	(444		)	(549		)	(123.6	)%
Corporate and Other income (loss) from continuing operations	$	(8,842	)	$	(13,285	)	$	4,443		33.4	%

(1) Corporate and other includes operations that we do not consider a significant, separately reportable segment of our business and income and expenses that are not attributable to a specific segment.

(2) General and administrative expenses are not attributable to a specific segment and include items such as corporate payroll and benefits and third party service expenses.

Consolidated:

	Three months ended June 30,
(dollars in thousands)	2009			2008			$ Change			% Change
Summary of revenue:
Senior living revenue	$	253,169		$	227,752		$	25,417		11.2	%
Rehabilitation hospital revenue	25,673			24,421			1,252			5.1	%
Corporate and other	18,285			18,281			4			0.0	%
Total revenue	$	297,127		$	270,454		$	26,673		9.9	%

Summary of income from continuing operations:
Senior living communities	$	17,819		$	18,776		$	(957	)	(5.1	)%
Rehabilitation hospitals	70			(1,184		)	1,254			105.9	%
Corporate and other	(8,842		)	(13,285		)	4,443			33.4	%
Income from continuing operations	$	9,047		$	4,307		$	4,740		110.1	%

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Three Months Ended June 30, 2009, Compared to Three Months Ended June 30, 2008

Senior living communities:

The 11.2% increase in senior living revenue for the three months ended June 30, 2009 was due primarily to revenues from the 28 communities we began to operate after April 1, 2008 plus increased per diem charges, partially offset by a decrease in occupancy. The 2.3% increase in senior living revenue at the communities that we have operated continuously since April 1, 2008, or our comparable communities, was due primarily to increased per diem charges, partially offset by a decrease in occupancy.

Our 16.8% increase in senior living wages and benefits costs for the three months ended June 30, 2009 was primarily due to wages and benefits from the communities we began to operate after April 1, 2008 and wage increases. The 2.9% increase in other senior living operating expenses, which include utilities, housekeeping, dietary, maintenance, insurance and community level administrative costs, primarily resulted from the other operating expenses at the communities we began to operate after April 1, 2008. The senior living community expenses for our comparable communities have increased by 3.1%, due primarily to increases in wages and benefits. The 14.3% rent expense increase was due to the 18 communities that we began to lease after April 1, 2008 and our payment of additional rent for senior living community capital improvements purchased by Senior Housing since April 1, 2008.

The 33.7% increase in depreciation and amortization expense for the three months ended June 30, 2009 was primarily attributable to our acquisition of ten communities after April 1, 2008 and our purchase of furniture and fixtures for our owned communities.

Rehabilitation hospitals:

The 5.1% increase in rehabilitation hospital revenues for the three months ended June 30, 2009 was primarily due to higher revenue from Medicare’s low income reimbursement program, increases in third party insurance provider rates, and our improved management of patient lengths of stay partially offset by a decrease in occupancy and lower Medicare rate payments.

The 0.6% increase in rehabilitation hospital expenses for the three months ended June 30, 2009 was primarily due to increases in labor and benefit expenses.

The 5.9% increase in rent expense for the three months ended June 30, 2009 was due to our payment of additional rent for rehabilitation hospital capital improvements purchased by Senior Housing after April 1, 2008.

The 94.8% decrease in depreciation and amortization expense for the three months ended June 30, 2009 was primarily attributable to our write off of long lived assets in the fourth quarter of 2008, partially offset by our purchase of computers and related information technology equipment.

Corporate and other:

Institutional pharmacy revenues were flat for the three months ended June 30, 2009 as compared to 2008, primarily due to the positive impact of adding new customers offset by lower Medicare Part A patient population and decreased revenues per prescription.

The 5.4% increase in institutional pharmacy expenses for the three months ended June 30, 2009 was primarily due to increases in labor and benefit expenses, adding new customers from our senior living and third party senior living communities and additional expenses related to the opening of a new business office and one satellite pharmacy located in Nebraska.

The 11.0% increase in general and administrative expenses for the three months ended June 30, 2009 was primarily the result of the costs associated with the 28 communities we began to operate after April 1, 2008.

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The 10.9% increase in depreciation and amortization expense for the three months ended June 30, 2009 was primarily attributable to our purchase of furniture and fixtures and computers and related information technology equipment for our pharmacies and corporate and regional offices.

Our interest, dividend and other income decreased by $444,000, or 36.8%, for the three months ended June 30, 2009 primarily as a result of lower income yields realized on our investments, including lower interest and dividend income.

Our interest and other expense decreased by $228,000, or 17.9%, primarily as a result of our purchase and retirement of $59.3 million of our outstanding Notes during the six months ended June 30, 2009.

During the three months ended June 30, 2009, we recognized an unrealized gain of $195,000 on investments in trading securities comprised of ARS and an unrealized gain of $239,000 on the value of our UBS put right.

During the three months ended June 30, 2009, we retired $12.8 million par value of our outstanding Notes that we had purchased for $6.3 million, plus accrued interest. As a result of these purchases we recorded a gain on extinguishment of debt of $6.1 million, net of related unamortized costs, during the second quarter of 2009.

For the three months ended June 30, 2009, we recognized tax expenses of $993,000, which includes $158,000 of alternative minimum tax, tax expense of $673,000 for state taxes on operating income and state tax expense of $107,000 attributable to the gain on extinguishment of debt, each payable without regard to our tax loss carry forwards. Tax expense also includes $55,000 related to a non-cash deferred liability arising from the amortization of goodwill for tax purposes but not for book purposes.

Key Statistical Data (for the six months ended June 30, 2009 and 2008):

The following tables present a summary of our operations for the six months ended June 30, 2009 and 2008:

Senior living communities:

	Six months ended June 30,
(dollars in thousands, except average daily rate)	2009			2008			$ Change			% Change
Senior living revenue	$	504,590		$	443,868		$	60,722		13.7	%
Senior living wages and benefits	(257,526		)	(219,828		)	(37,698		)	(17.1	)%
Other senior living operating expenses	(121,718		)	(111,637		)	(10,081		)	(9.0	)%
Rent expense	(82,972		)	(69,346		)	(13,626		)	(19.6	)%
Depreciation and amortization expense	(6,419		)	(4,876		)	(1,543		)	(31.6	)%
Interest and other expense	(403		)	(633		)	230			36.3	%
Interest, dividend and other income	293			1,044			(751		)	(71.9	)%
Senior living income from continuing operations	$	35,845		$	38,592		$	(2,747	)	(7.1	)%

No. of communities (end of period)	207			179			28			15.6	%
No. of living units (end of period)	22,027			19,579			2,448			12.5	%
Occupancy %	86.3		%	89.2		%	n/a			(2.9	)%
Average daily rate	$	146.33		143.19			$	3.14		2.2	%
Percent of senior living revenue from Medicare	14.8		%	15.6		%	n/a			(0.8	)%
Percent of senior living revenue from Medicaid	16.2		%	17.2		%	n/a			(1.0	)%
Percent of senior living revenue from private and other sources	69.0		%	67.2		%	n/a			1.8	%

Comparable communities (senior living communities that we have operated continuously since January 1, 2008):

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	Six months ended June 30,
(dollars in thousands, except average daily rates)	2009			2008			$ Change			% Change
Senior living revenue	$	434,782		$	426,742		$	8,040		1.9	%
Senior living community expenses	(329,952		)	(319,373		)	(10,579		)	(3.3	)%
No. of communities (end of period)	165			165			—			0.0	%
No. of living units (end of period)	18,419			18,404			15			0.1	%
Occupancy %	87.2		%	89.3		%	n/a			(2.1	)%
Average daily rate	$	149.52		142.69			$	6.83		4.8	%
Percent of senior living revenue from Medicare	16.7		%	16.0		%	n/a			0.7	%
Percent of senior living revenue from Medicaid	18.3		%	17.8		%	n/a			0.5	%
Percent of senior living revenue from private and other sources	65.0		%	66.2		%	n/a			(1.2	)%

Rehabilitation hospitals:

	Six months ended June 30,
(dollars in thousands)	2009			2008			$ Change			% Change
Rehabilitation hospital revenues	$	50,367		$	49,165		$	1,202		2.4	%
Rehabilitation hospital expenses	(45,648		)	(45,207		)	(441		)	(1.0	)%
Rent expense	(5,624		)	(5,331		)	(293		)	(5.5	)%
Depreciation and amortization expense	(53		)	(617		)	564			91.4	%
Rehabilitation hospital loss from continuing operations	$	(958	)	$	(1,990	)	$	1,032		51.9	%

Corporate and Other: (1)

	Six months ended June 30,
(dollars in thousands)	2009			2008			$ Change			% Change
Institutional pharmacy revenue	$	36,550		$	35,487		$	1,063		3.0	%
Institutional pharmacy expenses	(36,661		)	(33,550		)	(3,111		)	(9.3	)%
Depreciation and amortization expense	(1,972		)	(1,778		)	(194		)	(10.9	)%
General and administrative (2)	(25,449		)	(22,855		)	(2,594		)	(11.3	)%
Unrealized gain on investments in trading securities	3,711			(4,366		)	8,077			185.0	%
Unrealized loss on UBS put right related to auction rate securities	(3,287		)	—			(3,287		)	—
Equity in losses of Affiliates Insurance Company	(109		)	—			(109		)	—
Impairment on investments in available for sale securities	(2,947		)	—			(2,947		)	—
Gain on early extinguishment of debt	31,231			—			31,231			—
Interest, dividend and other income	1,622			2,752			(1,130		)	(41.1	)%
Interest and other expense	(2,023		)	(2,561		)	538			21.0	%
Provision for income taxes	(1,509		)	(1,010		)	(499		)	49.4	%
Corporate and Other loss from continuing operations	$	(843	)	$	(27,881	)	$	27,038		97.0	%

(1) Corporate and Other includes operations that we do not consider significant, separately reportable segments of our business, and income and expenses that are not attributable to a specific segment.

(2) General and administrative expenses are not attributable to a specific segment and include items such as corporate payroll and benefits and third party service expenses.

Consolidated:

	Six months ended June 30,
(dollars in thousands)	2009			2008			$ Change			% Change
Summary of revenue:
Senior living revenue	$	504,590		$	443,868		$	60,722		13.7	%
Rehabilitation hospital revenue	50,367			49,165			1,202			2.4	%
Corporate and Other	36,550			35,487			1,063			3.0	%
Total revenue	$	591,507		$	528,520		$	62,987		11.9	%

Summary of income from continuing operations:
Senior living communities	$	35,845		$	38,592		$	(2,747	)	(7.1	)%
Rehabilitation hospitals	(958		)	(1,990		)	1,032			51.9	%
Corporate and Other	(843		)	(27,881		)	27,038			97.0	%
Income from continuing operations	$	34,044		$	8,721		$	25,323		290.4	%

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Six Months Ended June 30, 2009, Compared To Six Months Ended June 30, 2008

Senior living communities:

The 13.7% increase in senior living revenue for the six months ended June 30, 2009 was due primarily to revenues from the 42 communities we began to operate after January 1, 2008 and increased per diem charges, partially offset by a decrease in occupancy. The 1.9% increase in senior living revenue at the communities that we have operated continuously after January 1, 2008, or our comparable communities, was due primarily to increased per diem charges, partially offset by a decrease in occupancy.

Our 17.1% increase in senior living wages and benefits costs for the six months ended June 30, 2009 was primarily due to wages and benefits at the communities we began to operate after January 1, 2008 and wage increases. The 9.0% increase in other senior living operating expenses, which include utilities, housekeeping, dietary, maintenance, insurance and community level administrative costs, primarily results from the other operating expenses at the communities we began to operate after January 1, 2008 and increased charges from various service providers. The senior living community expenses at our comparable communities have increased by 3.3%, due primarily to increases in wages and benefits. The 19.6% rent expense increase was due to the addition of 32 leased communities that we began to operate after January 1, 2008, our payment of percentage rent and our payment of additional rent for senior living community capital improvements purchased by Senior Housing since January 1, 2008.

The 31.6% increase in depreciation and amortization expense for the six months ended June 30, 2009 was primarily attributable to our acquisition of ten communities after January 1, 2008 and our purchase of furniture and fixtures for our owned communities.

Interest and other expense decreased by 36.3%, for the six months ended June 30, 2009, primarily due to our September 2008 prepayment of two HUD insured mortgages secured by one of our communities.

Our interest, dividend and other income decreased by $751,000, or 71.9%, for the six months ended June 30, 2009, compared to the six months ended June 30, 2008, primarily as a result of recognizing an $840,000 gain during the first quarter of 2008 related to a 2003 sale of a property that was previously deferred until the buyer paid in full our note receivable offset by lower yields on our investments.

Rehabilitation hospitals:

The 2.4% increase in rehabilitation hospital revenues for the six months ended June 30, 2009 was primarily due to higher revenue from Medicare’s low income reimbursement program, increases in third party insurance provider rates, and our improved management of patient lengths of stay partially offset by a decrease in occupancy and lower Medicare rate payments.

The 1.0% increase in rehabilitation hospital expenses was primarily due to increases in labor and benefit expenses.

The 5.5% increase in rent expense for the six months ended June 30, 2009 was due to our payment of additional rent for rehabilitation hospital capital improvements purchased by Senior Housing since April 1, 2008.

The 91.4% decrease in depreciation and amortization expense for the six months ended June 30, 2009 was primarily attributable to our write off of long lived assets in the fourth quarter of 2008, partially offset by our purchase of computers and information technology equipment.

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Corporate and other:

The 3.0% increase in institutional pharmacy revenues for the six months ended June 30, 2009 was primarily due to the positive impact of adding new customers partially offset lower Medicare Part A patient population and decreased revenues per prescription.

The 9.3% increase in institutional pharmacy expenses for the six months ended June 30, 2009 was primarily due to increases in labor and benefit expenses, adding new customers from our senior living and third party senior living communities and additional expenses related to the opening of a new business office and one satellite pharmacy located in Nebraska.

The 11.3% increase in general and administrative expenses for the six months ended June 30, 2009 was primarily the result of the costs associated with the 42 communities we began to operate after January 1, 2008.

The 10.9% increase in depreciation and amortization expense for the six months ended June 30, 2009 was primarily attributable to our purchase of furniture and fixtures and computers and related information technology equipment for our pharmacies and corporate and regional offices.

Our interest, dividend and other income decreased by $1.1 million, or 41.1%, for the six months ended June 30, 2009, compared to the six months ended June 30, 2008, primarily as a result of lower yields on our investments, including lower rates of interest and dividend income.

Our interest and other expense decreased by $538,000, primarily as a result of our purchase and retirement of $59.3 million of our outstanding Notes after December 31, 2008.

During the six months ended June 30, 2009, we recognized:

· an unrealized gain of $3.7 million on investments in trading securities principally related to our holdings of ARS;

· an unrealized loss of $3.3 million on the value of our UBS put right; and

· an “other than temporary” loss of $2.9 million on investments in available for sale securities.

During the six months ended June 30, 2009, we retired $59.3 million par value of our outstanding Notes that we purchased for $26.3 million, plus accrued interest. As a result of these purchases we recorded a gain on extinguishment of debt of $31.2 million.

For the six months ended June 30, 2009, we incurred tax expense of $1.5 million, which includes $158,000 of alternative minimum taxes, tax expense of $847,000 for state taxes on operating income and state tax expense of $437,000 attributable to the gain on extinguishment of debt each payable without regard to our tax loss carry forwards. Tax expense also includes $67,000 related to a non-cash deferred liability arising from the amortization of goodwill for tax purposes but not for book purposes.

LIQUIDITY AND CAPITAL RESOURCES

For the six months ended June 30, 2009, we had $23.5 million of cash flows from continuing operations. As of June 30, 2009, we had unrestricted cash and cash equivalents of $21.7 million. We had no amounts outstanding on our $40.0 million revolving line of credit and $39.9 million outstanding and $89,000 available under our line of credit with UBS. We believe that our operations will continue to provide us with adequate cash flow to run our businesses and invest in and maintain our properties. If, however, our occupancy continues to decline and we are unable to generate positive cash flow for an extended period of time, we will attempt to further reduce operating and general and administrative costs and we may need to increase our borrowings under our revolving credit facilities.

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Auction Rate Securities

At June 30, 2009, we had $66.6 million invested in student loan ARS with a par value of $74.8 million. We had intended to use the funds which we invested in ARS to invest in potential acquisitions. Accordingly, these funds are not needed to fund our current operations. Based upon our expected operating cash flows and other sources of cash, we do not expect the failure of auctions affecting our ARS holdings to have a material adverse impact upon our day to day operations or our ability to meet our liquidity needs.

In November 2008, we entered into a settlement with UBS regarding our ARS. The settlement was made in connection with UBS’s settlement with the SEC, the New York Attorney General and other state agencies related to UBS’s sale and marketing of ARS. Under the terms of the settlement, we obtained a put right pursuant to which we may require UBS to repurchase our ARS at 100% of par value (including accrued and unpaid interest, if any) at our option during the period beginning June 2010 and ending July 2012. In certain circumstances, UBS has the right to purchase these securities earlier at par. As part of the settlement terms, we released UBS from all claims arising from its marketing of the ARS to us. In connection with the settlement, UBS provided us with a non-recourse credit facility secured by our investments in these ARS. The principal amount available to us under the credit facility is up to 60% of the market value of the ARS from time to time. As of June 30, 2009, the estimated fair value of our investment in ARS was $66.6 million, we had borrowings of $39.9 million outstanding under the credit facility and $89,000 available for future borrowings. Our interest rate under the credit facility varies depending on the interest payable to us on the ARS, but will not exceed LIBOR plus 50 basis points.

On June 30, 2009, we reclassified our investments in ARS, our UBS put right and our outstanding borrowings on our UBS credit facility from the long term to the current sections of our balance sheet since we expect to exercise our put right with UBS within twelve months . The value of the put right is the difference between our estimated value of UBS’s repurchase obligation and our estimate of the fair value of the ARS. Accordingly, the value of the put right may increase or decrease as our estimate of the value of UBS’s repurchase obligation and our estimate of the fair value of the ARS changes. We reassess the fair values of both our ARS and the put right in each reporting period based on several factors including auction and investment redemption experience, changes in credit ratings of UBS and our ARS investments, market risks and other factors. During the six months ended June 30, 2009 we had an unrealized gain of $3.7 million on our investments in ARS and we recognized a corresponding $3.3 million decrease in the fair value of the put right.

Assets and Liabilities

Our total current assets at June 30, 2009 were $188.0 million, compared to $114.3 million at December 31, 2008. At June 30, 2009, we had cash and cash equivalents of $21.7 million compared to $16.1 at December 31, 2008. Our current liabilities were $174.1 million at June 30, 2009, compared to $129.1 million at December 31, 2008. The increase in current assets is primarily the result of our reclassifying our investments in ARS and our UBS put right from long term to current assets. The increase in current liabilities is primarily the result of our reclassifying our UBS revolving credit facility from a long term to a current liability.

We had cash flows from continuing operations of $23.5 million for the first six months of 2009 as compared with $22.3 million for the same period of 2008. Acquisitions of property plant and equipment, on a net basis after considering the proceeds from sales of fixed assets to Senior Housing, were $6.9 million and $9.6 million for the six months ended June 30, 2009 and 2008, respectively. During the first six months of 2009, we purchased and retired $59.3 million par value of our Notes for $26.3 million plus accrued interest.

Our Leases with Senior Housing

As of June 30, 2009, we leased 181 senior living communities and two rehabilitation hospitals from Senior Housing under seven leases (in four combinations). Our leases with Senior Housing require us to pay minimum rent of $174.8 million annually and percentage rent for most senior living communities but not for our rehabilitation hospitals. We paid approximately $954,000 and $878,000 in percentage rent to Senior Housing for the three months ended June 30, 2009 and 2008, respectively and $1.6 million and $1.9 million for the six months ended June 30, 2009 and 2008, respectively.

Upon our request, Senior Housing may purchase capital improvements made at the properties we lease from Senior Housing and increase our rent pursuant to contractual formulas. During the six months ended June 30, 2009, Senior

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Housing reimbursed us $24.2 million for capital expenditures made at the properties leased from Senior Housing and these purchases resulted in our annual rent being increased by $1.9 million.

On August 4, 2009, we entered into a Realignment Agreement with Senior Housing to assist Senior Housing in obtaining the Loan from FNMA which is secured by the Properties. The Properties consist of senior living communities with 5,618 living units located in 16 states. In connection with the FNMA transaction, we realigned our leases with Senior Housing. Lease No. 1 (which is comprised of four separate leases) now covers 80 properties, including independent living communities, assisted living communities and skilled nursing facilities, and has an initial term that expires in 2024. Lease No. 2 now covers 50 properties, including independent living communities, assisted living communities, skilled nursing facilities and two rehabilitation hospitals, and has an initial term that expires in 2026. Lease No. 3 now covers the 28 FNMA financed properties, including independent living communities and assisted living communities, and has an initial term that expires in 2028. Lease No. 4 now covers 25 properties, including independent living communities, assisted living communities and skilled nursing facilities, and has an initial term that expires in 2017. In connection with the lease realignment and the FNMA financing, we reached an accommodation with Senior Housing whereby we sold certain of our personal property at the mortgaged properties, we encumbered certain of our assets (e.g. accounts receivable) arising from our operation of the mortgaged properties, we sold 3.2 million of our common shares and we agreed to certain reporting and other obligations required by FNMA and we were compensated by Senior Housing by receiving a $2 million annual rent reduction for the term of Lease No. 2, a cash payment of $18.6 million and Senior Housing agreed to reimburse us for out of pocket expenses incurred in connection with the negotiation and closing of the Loan. For more information about the agreement we entered with Senior Housing to facilitate this financing please see Part II, Item 5 of this Quarterly Report on Form 10-Q.

Our Revenues

Our revenues from services to residents at our senior living communities and patients of our rehabilitation hospitals and clinics are our primary source of cash to fund our operating expenses, including rent, principal and interest payments on our debt and our capital expenditures.

During the past year, our occupancy has been negatively affected by worsening economic conditions throughout the country. These conditions appear to be impacting many companies both within and outside of our industry and there can be no certainty as to when current economic conditions may improve.

At some of our senior living communities and at our rehabilitation hospitals and clinics, operating revenues for skilled nursing and rehabilitation services are received from the Medicare and Medicaid programs. Medicare and Medicaid revenues were earned primarily at our SNFs and rehabilitation hospitals. We derived 33.8% and 36.0% of our senior living and rehabilitation hospital revenues from these programs during the six months ended June 30, 2009 and 2008, respectively.

Our net Medicare revenues from services to senior living community residents totaled $73.9 million and $68.6 million for the six months ended June 30, 2009 and 2008, respectively. Our net Medicaid revenues from services to senior living community residents totaled $81.3 million and $75.6 million for the six months ended June 30, 2009 and 2008, respectively. Federal agencies and some members of Congress have proposed Medicare and Medicaid policy changes and freezes on rate increases or rate reductions to be phased in during the next several years. The Federal Centers for Medicare and Medicaid Services, or CMS, has recently adopted rules that it estimates will decrease aggregate Medicare payments to SNFs by approximately 1.1% in federal fiscal year 2010. In addition, some of the states in which we operate either have not raised Medicaid rates by amounts sufficient to offset increasing costs or have frozen or reduced, or are expected to freeze or reduce, Medicaid rates. The current recession and worsening economic conditions are causing budget shortfalls in many states, increasing the likelihood of Medicaid rate reductions, freezes on rate increases, or increases that are insufficient to offset increasing operating costs. The magnitude of the potential Medicare and Medicaid rate reductions and the impact on us of the failure of these programs to increase rates to match increasing expenses, as well as the impact on us of the potential Medicare and Medicaid policy changes, cannot currently be estimated, but they may be material to our operations and may affect our future results of operations. Effective as of October 1, 2008, CMS increased Medicare rates for SNFs by approximately 3.5% for the federal fiscal year ending September 30, 2009, under a rule adding an annual update to account for inflation in the cost of goods and services included in a SNF stay. CMS had proposed a recalibration of the payment categories for SNFs, which would have resulted in a net reduction of rates by approximately 0.3% in federal fiscal year 2009, but delayed the recalibration in order to continue to evaluate the data. However, CMS has recently adopted rules recalibrating

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the Medicare prospective payment categories for SNFs for federal fiscal year 2010. The recalibration will result in a decrease of approximately 3.3% in projected SNF payments, offset by a proposed increase of approximately 2.2% to account for inflation. As a result, CMS estimates that aggregate Medicare payments to SNFs will be reduced by approximately 1.1% in fiscal year 2010, on or after October 1, 2009. On July 15, 2008, as part of the Medicare Improvements for Patients and Providers Act of 2008, Congress enacted an 18-month extension of the Medicare outpatient therapy exception process through the end of 2009, under which Medicare may approve payments for medically necessary outpatient therapies which exceed the Medicare payment caps. This July 15, 2008 law forestalls a reduction in certain therapy revenues that we have historically realized.

Approximately 62.0% and 64.6% of our revenues from our two rehabilitation hospitals came from the Medicare and Medicaid programs combined for the six months ended June 30, 2009 and 2008, respectively. In October 2007, the Medicare rates at our inpatient rehabilitation facilities, or IRFs, increased by approximately 3.2% over the prior period. However, this increase was later rescinded and, for payments on and after April 1, 2008, the Medicare rate increase was reset to zero per cent for federal fiscal years 2008 and 2009. Also, on July 1, 2008, CMS issued a rule updating the Medicare IRF prospective rate formulas for the federal fiscal year 2009. This rule revised the weights assigned to patient case mix groups that are used to calculate rates under the IRF prospective payment system, and reset the outlier threshold to maintain estimated outlier payments at 3% of total estimated IRF payments for the year. CMS estimated that the rule would result in a decrease of 0.7% to total Medicare payments to IRFs for the year. CMS has recently adopted an increase of approximately 2.5% to Medicare prospective payment rates at IRFs for fiscal year 2010, to account for inflation, and set the outlier payment limits at 3% of total estimated IRF payments for fiscal year 2010. This increase will take effect on and after October 1, 2009. CMS has also adopted regulations clarifying the coverage criteria for Medicare patients in IRFs, to be effective on January 1, 2010. These regulations include requirements for patient selection, treatment planning, coordination of care, and professional training and experience. In May 2004, CMS issued the “75% Rule” establishing revised Medicare criteria that rehabilitation hospitals are required to meet in order to participate as IRFs in the Medicare program. As recently amended, the rule requires that for cost reporting periods starting on and after July 1, 2006, 60% of a facility’s inpatient population must require intensive rehabilitation services for one of the CMS’s designated medical conditions. The rule is now commonly known as the “60% Rule”. An IRF that fails to meet the requirements of this rule is subject to reclassification as a different type of healthcare provider; and the effect of such reclassification would be to lower Medicare payment rates. As of June 30, 2009 and August 10, 2009, we believe we are in compliance with the CMS requirements to remain an IRF. However, the actual percentage of patients at our hospitals who meet these Medicare requirements may not be or remain as high as we believe or may decline. Our failure to remain in compliance with CMS requirements to be paid as an IRF, or a CMS finding of noncompliance, if it occurs, will result in our receiving lower Medicare rates than we currently receive at our rehabilitation hospitals.

Debt Financings and Covenants

In October 2006, we issued $126.5 million principal amount of Notes. These Notes are convertible into our common shares at any time. The initial conversion rate, which is subject to adjustment, is 76.9231 common shares per $1,000 principal amount of Notes, which represents an initial conversion price of $13.00 per share. The Notes are guaranteed by certain of our wholly owned subsidiaries. These Notes mature on October 15, 2026. We may prepay the Notes at any time after October 20, 2011 and the Note holders may require that we purchase all or a portion of these Notes on each of October 15 of 2013, 2016 and 2021. We issued these Notes pursuant to an indenture which contains various customary covenants. As of June 30, 2009 and August 10, 2009, we believe we are in compliance with all applicable covenants of this indenture.

In 2009, we retired $59.3 million par value of our outstanding Notes that we had purchased for $26.3 million plus accrued interest. We funded these purchases, principally by borrowings under our UBS credit facility and from cash generated by our operations. As a result of these purchases, we recorded a gain of $31.2 million net of related unamortized costs on early extinguishment of debt.

We have a $40.0 million revolving secured credit facility with a financial institution available for general business purposes, including acquisitions and working capital, which is currently scheduled to expire in May 2010. The amount we are able to borrow at any time is subject to limitations based upon qualifying collateral. We are the borrower under this revolving credit facility and certain of our subsidiaries guarantee our obligations under the facility, which is secured by our and our guarantor subsidiaries’ accounts receivable, deposit accounts and related assets. The facility contains covenants requiring us to maintain collateral, minimum net worth and certain other

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financial ratios; and this facility also places limits on our ability to incur or assume debt or create liens with respect to certain of our assets and has other customary provisions. In certain circumstances and subject to available collateral and lender approvals, the maximum amounts which we may borrow under this credit facility may be increased to $80.0 million. The termination date may be extended twice, in each case by 12 months upon our payment of extension fees and other conditions, including lenders’ approvals. As of June 30, 2009 and August 10, 2009, no amounts were outstanding and $40.0 million was available to be borrowed under this credit facility. As of June 30, 2009 and August 10, 2009, we believe we are in compliance with all applicable covenants under this credit facility. We may borrow under our facility before it expires in May 2010. If we have outstanding borrowings under the facility and are unable to extend it when it expires, we would need to explore alternatives for the repayment of amounts due. Such alternatives may include incurring additional debt and engaging in sale leaseback transactions relating to some or all of our owned communities. While we believe we will be able to extend this facility or raise funds to repay any outstanding borrowings, there can be no assurance that we will be able to do so or that our cost associated with any such transaction will be reasonable. If current capital market conditions continue or worsen, our lenders under this facility may be unable or unwilling to fund advances which we request or to extend or renew this facility when it expires and we may not be able to access additional capital. Also, the current market conditions have led to materially increased credit spreads which, if they continue, may result in a material increase in the interest rate under this facility when it is extended or renewed.

In November 2008, we entered into a non-recourse credit facility with UBS which is available for acquisitions, working capital and general business purposes. The amount we are able to borrow is 60% of the fair value of the ARS which are collateral for the loan and such amount may vary over time. Our interest rate under the credit facility varies depending on the interest payable to us on the ARS, but will not exceed LIBOR plus 50 basis points. As of June 30, 2009 and August 10, 2009, the estimated fair value of our investment in ARS was $66.6 million; and we had $39.9 million outstanding under this credit facility and approximately $89,000 remained available for borrowing. As of June 30, 2009 and August 10, 2009 we believe we are in compliance with all applicable covenants under this credit facility.

At June 30, 2009, three of our communities were encumbered by HUD insured mortgages totaling $12.5 million. The weighted average interest rate on these mortgages is 6.23%. Payments of principal and interest are due monthly until maturities at varying dates ranging from June 2035 to July 2043. These mortgages contain standard HUD mortgage covenants. As of June 30, 2009 and August 10, 2009, we believe we are in compliance with all covenants of these mortgages.

Related Person Transactions

Senior Housing is our former parent company and we have numerous continuing relationships with Senior Housing. As of June 30, 2009, we leased 181 senior living communities and two rehabilitation hospitals from Senior Housing for total annual minimum rent of $174.8 million. In addition to the minimum rent, we paid $954,000 and $878,000 in percentage rent to Senior Housing for the three months ended June 30, 2009 and 2008, respectively, and $1.6 million and $1.9 million for the six months ended June 30, 2009 and 2008, respectively.

Upon our request, Senior Housing may purchase our capital improvements made at the properties we lease from Senior Housing and increase our rent pursuant to contractual formulas. During the six months ended June 30, 2009, Senior Housing reimbursed us $24.2 million for capital expenditures made at the properties leased from Senior Housing and these purchases resulted in our annual rent being increased by $1.9 million.

As of June 30, 2009, we have invested $5.1 million in AIC, an insurance company that is owned by RMR and other companies to which RMR provides management services. We own approximately 16.67% of the common shares of AIC which has a current carrying value of $5.0 million. Although we own less than 20% of AIC, we use the equity method to account for our investment in AIC because we believe that we have significant influence over AIC since each of our directors is a director of AIC and since we expect to procure some of our insurance from AIC. Under the equity method, we record our percentage share of net earnings from AIC in our consolidated statement of income. If we determine there is an “other than temporary” decline in the fair value of this investment, we would record a charge to earnings. In evaluating the fair value of this investment, we have considered, among other things, the assets and liabilities held by AIC, AIC’s overall financial condition and earning trends, and the financial condition and prospects for the

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insurance industry generally. Subsequent to June 30, 2009, we invested an additional $35,000 in order to fund our share of certain AIC formation and licensing costs.

We believe that all transactions with all parties are on reasonable commercial terms. We also believe that our relationships with Senior Housing and RMR benefit us and, in fact, provide us competitive advantages in operating and growing our businesses. Because of the relationships between us and Senior Housing, all of our transactions with Senior Housing are approved by our Independent Directors and Senior Housing’s Independent Trustees.

For more information about our dealings with our managing directors, Senior Housing, RMR and their affiliates, AIC and about the risks which may arise as a result of these related person transactions, please see our Annual Report on Form 10-K for the year ended December 31, 2008, or the Annual Report, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, or the First Quarter Report, the other Items in this Quarterly Report on Form 10-Q, and our other filings made with the Securities and Exchange Commission, or the SEC, and in particular, the section captions “Risk Factors” in the Annual Report, the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Related Person Transactions” in the Annual Report, First Quarter Report and this Quarterly Report on Form 10-Q and the sections captioned “Related Person Transactions and Company Review of Such Transactions” in our Proxy Statement dated March 30, 2009, or the Proxy Statement, relating to our 2009 Annual Shareholders Meeting.

Seasonality

Our senior living business is subject to modest effects of seasonality. During the calendar fourth quarter holiday periods, nursing home and assisted living residents are sometimes discharged to join family celebrations and admission decisions are often deferred. The first quarter of each calendar year usually coincides with increased illness among nursing home and assisted living residents which can result in increased costs or discharges to hospitals. As a result of these factors, nursing home and assisted living operations sometimes produce greater earnings in the second and third quarters of a calendar year and lesser earnings in the first and fourth quarters. We do not believe that this seasonality will cause fluctuations in our revenues or operating cash flow to such an extent that we will have difficulty paying our expenses, including rent, which do not fluctuate seasonally.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Our strategy to manage exposure to changes in interest rates is unchanged from December 31, 2008. Other than as described below, we do not foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.

Changes in market interest rates also affect the fair value of our fixed rate debt; increases in market interest rates decrease the fair value of our fixed rate debt, while decreases in market interest rates increase the fair value of our fixed rate debt. For example: based upon discounted cash flow analysis, if prevailing interest rates were to increase by 10% of current interest rates and other credit market considerations remained unchanged, the aggregate market value of our $12.4 million mortgage debt and $67.2 million Notes outstanding on June 30, 2009 would decline by about $3.0 million; and, similarly, if prevailing interest rates were to decline by 10% of current interest rates and other credit market considerations remained unchanged, the aggregate market value of our $12.4 million mortgage debt and $67.2 million Notes outstanding on June 30, 2009, would increase by about $3.2 million.

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Our revolving credit facility bears interest at floating rates and matures in May 2010. As of June 30, 2009 and August 10, 2009, no amounts were outstanding under this credit facility. We borrow in U.S. dollars and borrowings under our revolving credit facility require annual interest at LIBOR plus a spread. Accordingly, we are vulnerable to changes in U.S. dollar based short term, interest rates, specifically LIBOR. A change in interest rates would not affect the value of any outstanding floating rate debt but could affect our operating results. For example, if the maximum amount of $40.0 million were drawn under our credit facility and interest rates decreased or increased by 1% per annum, our annual interest expense would decrease or increase by $400,000, or $0.01 per share, based on currently outstanding common shares. If interest rates were to change gradually over time, the impact would occur over time.

In November 2008, we entered into a non-recourse credit facility with UBS secured by our ARS. As of June 30, 2009 and August 10, 2009, $39.9 million was outstanding under this credit facility. We borrow in U.S. dollars and interest payments under this non-recourse credit facility will vary depending on the interest payable on the ARS, but will not exceed LIBOR plus 50 basis points. A change in interest rates would not affect the value of any outstanding floating rate annual debt but would affect our operating results. If interest rates were to increase or decrease by 1% per annum and the amount outstanding under this credit facility remained unchanged from the amount outstanding on June 30, 2009 our annual interest expense would increase or decrease by $399,000 or about $0.01 per share based upon our number of shares outstanding on June 30, 2009. The amount of money we may borrow under this UBS credit facility depends upon the market value of our ARS. Because our ARS are income securities, it is likely that the market value of our ARS will be affected by changes in interest rates; as interest rates increase the market value of our ARS might decline, and as interest rates decrease the market value on our ARS should increase. However, there are other factors which might impact the market value of our ARS, such as supply and demand and liquidity, such that we do not believe the impact of interest rate changes upon the value of our ARS and our borrowing capacity under the UBS credit facility can be precisely determined.

Our exposure to fluctuations in interest rates may increase in the future if we incur debt to fund acquisitions or otherwise.

Item 4. Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Treasurer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, our President and Chief Executive Officer and our Treasurer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. FORWARD LOOKING STATEMENTS IN THIS REPORT RELATE TO VARIOUS ASPECTS OF OUR BUSINESS, INCLUDING:

· SENIOR HOUSING’S BENEFIT FROM ACQUIRING OUR SHARES AND RESTRICTIONS ON FUTURE SALES BY SENIOR HOUSING;

· APPROVAL OF OUR LEASE REALIGNMENT AGREEMENT WITH SENIOR HOUSING BY A SPECIAL COMMITTEE OF DIRECTORS;

· OUR ABILITY TO MEET OUR DEBT OBLIGATIONS;

· OUR ABILITY TO COMPLY AND TO REMAIN IN COMPLIANCE WITH APPLICABLE MEDICARE, MEDICAID AND OTHER RATE SETTING AND REGULATORY REQUIREMENTS;

· THE FINANCIAL CAPACITY OF UBS TO MEET ITS OBLIGATIONS TO US AND TO PURCHASE OUR ARS;

· OUR POTENTIAL SALE OF PROPERTIES THAT ARE CLASSIFIED AS HELD FOR SALE ON OUR CONSOLIDATED BALANCE SHEET; AND

· OTHER MATTERS.

OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, CASH FLOWS, LIQUIDITY AND PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO:

· THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR RESIDENTS AND OTHER CUSTOMERS;

· COMPETITION WITHIN THE SENIOR LIVING INDUSTRY AND OUR OTHER BUSINESSES;

· INCREASES IN INSURANCE AND TORT LIABILITY COSTS;

· CHANGES IN MEDICARE AND MEDICAID POLICIES WHICH COULD RESULT IN REDUCTION OF RATES OF PAYMENT OR A FAILURE OF THESE RATES TO COVER OUR COST INCREASES;

· ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR MANAGING DIRECTORS, RMR, SENIOR HOUSING AND THEIR AFFILIATES; AND

· CHANGES IN FEDERAL, STATE AND LOCAL REGULATIONS WHICH COULD AFFECT OUR SERVICES.

FOR EXAMPLE:

· OUR STATEMENT ABOUT SENIOR HOUSING’S ACQUISITION OF OUR SHARES MAY IMPLY THAT WE BELIEVE THE RENT REDUCTION AND PAYMENT WHICH WE RECEIVE UNDER THE LEASE REALIGNMENT AGREEMENT WILL CAUSE THE TRADING PRICE OF OUR SHARES TO INCREASE. WE CANNOT PREDICT THE EFFECT OF THE AGREEMENT UPON THE TRADING PRICE OF OUR SHARES. IN FACT, THE TRADING PRICE OF OUR COMMON SHARES MAY DECLINE AS A RESULT OF THE AGREEMENT OR FOR OTHER REASONS UNRELATED TO THE AGREEMENT. THE TRADING PRICE OF OUR COMMON SHARES IS GENERALLY DETERMINED BASED UPON THE RELATIVE NUMBER OF BUYERS AND SELLERS OF OUR SHARES, THE NUMBERS OF SHARES SUCH BUYERS AND SELLERS ARE INTERESTED TO TRADE AND THE PRICES AT WHICH THEY ARE WILLING TO TRADE OUR SHARES. THERE CAN BE NO ASSURANCES REGARDING THE TRADING PRICES OF OUR COMMON SHARES AND WE DO NOT INTEND TO IMPLY OTHERWISE.

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· AN IMPLICATION OF THE STATEMENT THAT SENIOR HOUSING’S SALES OF OUR SHARES ARE RESTRICTED WHEN A SALE WOULD JEOPARDIZE CERTAIN OF OUR TAX ATTRIBUTES MAY BE THAT WE HAVE FULLY PROTECTED OUR TAX ATTRIBUTES, SUCH AS OUR TAX LOSS CARRYFORWARDS. IN FACT, THE APPLICABLE TAX RULES CONCERNING TAX ATTRIBUTES, SUCH AS TAX LOSS CARRYFORWARDS, ARE COMPLEX AND MAY RESULT IN LIMITATIONS UPON FUTURE USE OF TAX ATTRIBUTES FOR REASONS BEYOND OUR OR SENIOR HOUSING’S CONTROL, INCLUDING PUBLIC TRADING IN OUR SECURITIES.

· THE IMPLICATION THAT THE TERMS OF OUR LEASE REALIGNMENT AGREEMENT WERE NEGOTIATED AND APPROVED BY SPECIAL COMMITTEES OF OUR AND SENIOR HOUSING’S BOARDS COMPOSED ONLY OF OUR DIRECTORS AND SENIOR HOUSING TRUSTEES WHO ARE NOT ALSO DIRECTORS OR TRUSTEES OF THE OTHER COMPANY MAY BE THAT THIS AGREEMENT WAS NEGOTIATED ON AN ARMS LENGTH BASIS AND MAY NOT BE LEGALLY CHALLENGED BECAUSE THIS AGREEMENT PROVIDES A FAIR EXCHANGE OF CONSIDERATION BETWEEN US AND SENIOR HOUSING. IN FACT, (I) WE WERE FORMERLY A 100% OWNED SUBSIDIARY OF SENIOR HOUSING AND WE BECAME A SEPARATELY OWNED PUBLIC COMPANY AS A RESULT OF A SPIN OFF TO SENIOR HOUSING SHAREHOLDERS IN 2001; (II) RMR PROVIDES MANAGEMENT SERVICES TO BOTH US AND SENIOR HOUSING; (III) BOTH SENIOR HOUSING AND OUR OFFICERS ARE ALSO OFFICERS OF RMR; (IV) RMR AND ITS OFFICERS PROVIDED INFORMATION AND ASSISTANCE TO BOTH OUR AND SENIOR HOUSING’S SPECIAL COMMITTEES; (V) THE MEMBERS OF BOTH OUR AND SENIOR HOUSING’S SPECIAL COMMITTEES ALSO SERVE AS TRUSTEES OR DIRECTORS OF OTHER COMPANIES MANAGED BY RMR; AND (VI) WE AND SENIOR HOUSING HAVE EXTENSIVE AND CONTINUING BUSINESS WITH EACH OTHER. ALTHOUGH WE BELIEVE THAT THE LEASE REALIGNMENT AGREEMENT IS FAIR TO US, IN THE CIRCUMSTANCES OF THE MULTIPLE RELATIONSHIPS AMONG US AND SENIOR HOUSING, IT IS POSSIBLE THAT LITIGATION MAY BE BROUGHT ALLEGING THAT THIS AGREEMENT IS UNFAIR TO US OR SENIOR HOUSING. LITIGATION MAY BE EXPENSIVE AND DISTRACTING TO MANAGEMENT. WE CAN PROVIDE NO ASSURANCE THAT OUR ENTRY INTO THE AGREEMENT WILL NOT CAUSE US TO BECOME INVOLVED IN LITIGATION THAT CHALLENGES THE FAIRNESS OF THIS AGREEMENT. SUCH ALLEGATIONS OR LITIGATION COULD CAUSE OUR SHARE TRADING PRICE TO DECLINE AND THE OUTCOME OF SUCH LITIGATION IS IMPOSSIBLE TO PREDICT.

· IF THE AVAILABILITY OF DEBT CAPITAL REMAINS RESTRICTED OR BECOMES MORE RESTRICTED, WE MAY BE UNABLE TO REPAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE OR TO REFINANCE OR OBTAIN ADDITIONAL FINANCING ON TERMS WHICH ARE AS FAVORABLE AS WE NOW HAVE;

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· UBS HAS RECENTLY REPORTED SIGNIFICANT LOSSES AND MAY BE UNABLE TO PURCHASE OUR ARS AS A RESULT OF ITS FINANCIAL CAPACITY AND OTHER CIRCUMSTANCES BEYOND OUR CONTROL;

· OUR PARTICIPATION IN THE INSURANCE BUSINESS WITH RMR AND ITS AFFILIATES INVOLVES POTENTIAL FINANCIAL RISKS AND REWARDS TYPICAL OF ANY START UP BUSINESS VENTURE AS WELL AS OTHER FINANCIAL RISKS AND REWARDS SPECIFIC TO INSURANCE COMPANIES. AMONG THE RISKS THAT ARE SPECIFIC TO INSURANCE COMPANIES IS THE RISK THAT THE INSURANCE COMPANY MAY NOT BE ABLE TO ADEQUATELY PAY CLAIMS WHICH COULD LEAVE OUR COMPANY UNDERINSURED AND INCREASE ITS FUNDING EXPOSURE FOR CLAIMS THAT MIGHT OTHERWISE HAVE BEEN FUNDED IF INSURANCE WAS PURCHASED FROM OTHER INSURERS. ACCORDINGLY, OUR EXPECTED FINANCIAL BENEFITS FROM OUR INITIAL OR FUTURE INVESTMENTS IN THIS INSURANCE COMPANY MAY BE DELAYED OR MAY NOT OCCUR AND THE INSURANCE COMPANY MAY REQUIRE A LARGER INVESTMENT THAN WE EXPECT;

· WE EXPECT TO OPERATE OUR REHABILITATION HOSPITALS AND PHARMACIES PROFITABLY. HOWEVER, WE HAVE HISTORICALLY EXPERIENCED LOSSES FROM THESE OPERATIONS AND WE MAY BE UNABLE TO OPERATE THESE BUSINESSES PROFITABLY; AND

· OUR RESIDENTS AND PATIENTS MAY BE UNABLE TO AFFORD OUR SERVICES WHICH COULD RESULT IN DECREASED OCCUPANCY AND REVENUES AT OUR SENIOR LIVING COMMUNITIES AND REHABILITATION HOSPITALS.

OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN OUR FORWARD LOOKING STATEMENTS ARE DESCRIBED MORE FULLY UNDER “ITEM 1A. RISK FACTORS” IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY APPLICABLE LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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Part II. Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 14, 2009, we granted 7,500 shares of common stock, par value $0.01 per share, valued at $2.36 per share, the closing price of our common shares on the NYSE Amex on that day, to each of our five directors as part of their annual compensation. We made these grants pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.

Item 4. Submission of Matters to a Vote of Security Holders

At our regular annual meeting of shareholders held on May 14, 2009, our shareholders re-elected Mr. Arthur G. Koumantzelis as an Independent Director (22,786,267 shares, or 71% of all shares outstanding, voted in favor and 6,854,595 shares withheld) and Mr. Gerard M. Martin as a Managing Director (27,430,480 shares, or 85% of all shares outstanding, voted in favor and 2,210,283 shares withheld). The terms of office of Messrs. Koumantzelis and Martin will extend until our annual meeting of shareholders in 2012. Dr. Bruce M. Gans continues to serve as a director with a term of office expiring in 2010. Mr. Barry M. Portnoy and Ms. Barbara D. Gilmore continue to serve as directors with terms of office expiring in 2011.

Item 5. Other Informatio n

On August 4, 2009, we entered into the Realignment Agreement with Senior Housing. The Realignment Agreement was entered into to assist Senior Housing in obtaining the Loan from FNMA which is secured by the Properties.

Prior to the Realignment Agreement, we leased 183 senior living communities from Senior Housing under four leases, or the Leases. We still lease 183 senior living communities from Senior Housing. Pursuant to the terms of the Realignment Agreement, (1) the Leases were reconfigured as described below, (2) we sold certain personal property located at the Properties to subsidiaries of Senior Housing, (3) we sold to Senior Housing 3,200,000 shares, or the Shares, of common stock, $.01 par value per share, which represents approximately 9% of our total common stock outstanding, (4) we agreed to certain reporting and other operating obligations required by FNMA, and (5) our subsidiaries pledged to FNMA certain tangible and intangible personal property, such as accounts receivable and contract rights, located at, or arising from the operations of, the Properties to secure their obligations under the Lease under which the Properties are leased and certain of their obligations relating to the Loan. To compensate us for the sale of personal property, the sale of the Shares, the pledge of personal property and for the services and obligations that we have assumed, Senior Housing (1) reduced the rent payable by us to Senior Housing under one of the Leases, but not the lease under which the Properties are leased, by $2 million per year for the term of that Lease, which will expire in 2026, (2) paid us a total of $18.6 million, and (3) agreed to reimburse us for our out of pocket expenses incurred in connection with the negotiation and closing of the Loan.

As a result of the transaction, the Leases were reconfigured so that the Properties, which are mortgaged to FNMA, are all leased under a single lease, or the FNMA Lease, which includes independent living communities and assisted living communities and has an initial term that expires in 2028. Lease no. 1 (which is comprised of four separate leases) now covers 80 properties, including independent living communities, assisted living communities and skilled nursing facilities and has an initial term that expires in 2024. Lease No. 2 now covers 50 properties, including independent living communities, assisted living communities, skilled nursing facilities and two rehabilitation hospitals and has an initial term that expires in 2026. Lease no. 4 now covers 25 properties, including independent living communities, assisted living communities and skilled nursing facilities and has an initial term that expires in 2017. Pursuant to the Realignment Agreement, the Leases subject to the Realignment Agreement (other than the FNMA Lease) no longer prohibit our tenant subsidiaries from incurring debt secured by our investments, and no longer prohibit our tenant subsidiaries from incurring liabilities, although such Leases do still prohibit our tenant subsidiaries from engaging in any business other than the leasing and operation of properties leased from Senior Housing.

On August 4, 2009, pursuant to the Realignment Agreement described above, we sold the Shares to Senior Housing. This sale does not involve any public offering and is therefore exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. In connection with this sale, we entered into a registration rights agreement with Senior Housing, or the Registration Rights Agreement. However, the sale of the Shares by Senior Housing are restricted if it would limit our ability to apply net operating loss carryforwards or similar tax benefits. The issuance of the Shares to Senior Housing was included in the Realignment Agreement to compensate us for certain undertakings and so that Senior Housing may participate in the benefits which we may realize under the Realignment Agreement.

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In connection with our entry into the Realignment Agreement, on August 4, 2009, we entered into an amendment, or the Amendment, to our revolving credit facility with Wachovia Bank, National Association, to allow us to pledge certain personal property arising from the operations of the Properties to secure our obligations under the FNMA Lease and certain of our obligations relating to the Loan.

The terms of the Realignment Agreement described above were negotiated and approved by special committees of our independent directors and Senior Housing’s independent trustees, none of whom are trustees or directors of the other company. Each special committee was represented by separate counsel.

For more information about our dealings with our managing directors, RMR, Senior Housing and their affiliates and about the risks which may arise as a result of these related person transactions, please see the Annual Report, the First Quarter Report, the other Items in this Quarterly Report on Form 10-Q, and our other filings made with the SEC, and in particular, the section captions “Risk Factors” in the Annual Report, the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Person Transactions” in the Annual Report, First Quarter Report and this Quarterly Report on Form 10-Q and the section captioned “Related Person Transactions and Company Review of Such Transactions” in the Proxy Statement, relating to our 2009 Annual Shareholders Meeting.

The descriptions above are qualified in their entirety by reference to the copies of the Registration Rights Agreement, the Realignment Agreement, the Amendment, the Leases and other documents filed as exhibits to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Item 6. Exhibits

10.1 Lease Realignment Agreement, dated as of August 4, 2009, by and among Senior Housing Properties Trust and certain of its affiliates, and Five Star Quality Care, Inc. and certain of its affiliates. ( Filed herewith. )

10.2 Seventh Amendment to Credit and Security Agreement, dated as of August 4, 2009, by and between Five Star Quality Care, Inc. and Wachovia Bank, National Association. ( Filed herewith. )

10.3 Registration Rights Agreement, dated as of August 4, 2009, between Five Star Quality Care, Inc. and Senior Housing Properties Trust. ( Filed herewith. )

10.4 Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and Five Star Quality Care Trust, as Tenant. ( Filed herewith. )

10.5 Amended and Restated Guaranty Agreement (Lease No. 1), dated as of August 4, 2009, made by Five Star Quality Care Inc., as Guarantor, for the benefit of certain affiliates of Senior Housing Properties Trust under the Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and Five Star Quality Care Trust, as Tenant. ( Filed herewith. )

10.6 Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

10.7 Amended and Restated Guaranty Agreement (Lease No. 2), dated as of August 4, 2009, made by Five Star Quality Care, Inc., as Guarantor, for the benefit of certain affiliates of Senior Housing Properties Trust under the Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

10.8 Amended and Restated Master Lease Agreement, dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and FVE FM Financing, Inc., as Tenant. ( Filed herewith. )

10.9 Amendment No. 1 to Amended and Restated Master Lease Agreement, dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and FVE FM Financing, Inc., as Tenant. ( Filed herewith. )

10.10 Amended and Restated Guaranty Agreement, dated as of August 4, 2009, made by Five Star Quality Care, Inc., as Guarantor, for the benefit of certain affiliates of Senior Housing Properties Trust under the Amended and Restated Master Lease Agreement, dated as of August 4, 2009, by and among certain affiliates of Senior

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Housing Properties Trust, as Landlord, and FVE FM Financing, Inc., as Tenant. ( Filed herewith. )

10.11 Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

10.12 Amended and Restated Guaranty Agreement (Lease No. 4), dated as of August 4, 2009, made by Five Star Quality Care, Inc., as Guarantor, for the benefit of certain affiliates of Senior Housing Properties Trust under the Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

10.13 Representative form of Subordination, Assignment and Security Agreement. ( Filed herewith. )

31.1 Rule 13a-14(a) Certification of Chief Executive Officer. ( Filed herewith .)

31.2 Rule 13a-14(a) Certification of Chief Financial Officer. ( Filed herewith .)

32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer. ( Furnished herewith. )

99.1 Amended and Restated Subtenant Guaranty Agreement (Lease No. 1), dated as of August 4, 2009, made by certain affiliates of the Five Star Quality Care, Inc., each a Subtenant Guarantor, for the benefit of certain affiliates of Senior Housing Properties Trust under the Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and Five Star Quality Care Trust, as Tenant. ( Filed herewith. )

99.2 Amended and Restated Security Agreement (Lease No. 1), dated as of August 4, 2009, by and between Five Star Quality Care Trust, as Tenant, and the Landlord under the Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and Five Star Quality Care Trust, as Tenant. ( Filed herewith. )

99.3 Amended and Restated Subtenant Security Agreement (Lease No. 1), dated as of August 4, 2009, made by certain affiliates of Five Star Quality Care, Inc., as Subtenants, and the Landlord under the Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and Five Star Quality Care Trust, as Tenant. ( Filed herewith. )

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99.4 Amended and Restated Subtenant Guaranty Agreement (Lease No. 2), dated as of August 4, 2009, made by certain affiliates of Five Star Quality Care, Inc., each a Subtenant Guarantor, for the benefit of the Landlord under the Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

99.5 Amended and Restated Security Agreement (Lease No. 2), dated as of August 4, 2009, made by certain affiliates of Five Star Quality Care, Inc., as Tenant, and the Landlord under the Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

99.6 Amended and Restated Subtenant Security Agreement (Lease No. 2), dated as of August 4, 2009, made by certain affiliates of Five Star Quality Care, Inc., as Subtenants, and the Landlord under the Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

99.7 Amended and Restated Subtenant Guaranty Agreement (Lease No. 4), dated as of August 4, 2009, made by certain affiliates of Five Star Quality Care, Inc., each a Subtenant Guarantor, for the benefit of the Landlord under the Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

99.8 Amended and Restated Security Agreement (Lease No. 4), dated as of August 4, 2009, made by certain affiliates of Five Star Quality Care, Inc., as Tenant, and the Landlord under the Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

99.9 Amended and Restated Subtenant Security Agreement (Lease No. 4), dated as of August 4, 2009, made by certain affiliates of Five Star Quality Care, Inc., as Subtenants, and the Landlord under the Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4, 2009, by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and certain affiliates of Five Star Quality Care, Inc., as Tenant. ( Filed herewith. )

99.10 Termination of Pledge Agreements, dated as of August 4, 2009, made by certain affiliates of Senior Housing Properties Trust, as Secured Parties, and Certain Affiliates of Five Star Quality Care, Inc., as Pledgors. ( Filed herewith. )

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIVE STAR QUALITY CARE, INC.


	/s/ Bruce J. Mackey Jr.
	Bruce J. Mackey Jr.
	President and Chief Executive Officer
	Dated: August 10, 2009

	/s/ Francis R. Murphy III
	Francis R. Murphy III
	Treasurer and Chief Financial Officer
	(Principal Financial Officer)
	Dated: August 10, 2009

Exhibit 10.1

LEASE REALIGNMENT AGREEMENT

This Lease Realignment Agreement (this “ Agreement ”) is made August 4, 2009, among Senior Housing Properties Trust (“ SNH ”) and its subsidiaries listed on the signature page to this Agreement (together with SNH, the “ SNH Parties ”) and Five Star Quality Care, Inc. (“ Five Star ”) and its subsidiaries listed on the signature page to this Agreement (together with Five Star, the “ Five Star Parties ” and together with the SNH Parties, the “ Parties ”).

RECITAL

Certain of the SNH Parties and certain of the Five Star Parties are, respectively, landlords and tenants under the leases listed on Schedule A (collectively, the “ Leases ”) of skilled nursing, intermediate care, independent living, assisted living, special care and group home facilities, rehabilitation hospital, clinic or professional level health or medical services facilities, and other healthcare properties identified in the Leases (collectively, “ Leased Properties ”).

To facilitate a term loan (“ Term Loan ”) to be made to SNH FM Financing LLC, a wholly owned subsidiary of SNH (“ SNH Financing ”), by Citibank, N.A. (“ Citibank ”), the Parties have agreed to (a) amend and restate the Leases numbered 1-4 on Schedule A (collectively, as amended and restated, the “ Amended and Restated Leases ”) to, inter alia , change the pools of Leased Properties demised thereunder and to further amend (the “ First Amendment ”) the Amended and Restated Lease under which the Leased Properties identified on Schedule B (the “ Mortgaged Properties ”) will be leased (the “ Term Loan Lease ”), (b) amend and restate the security agreements from the tenants under the Amended and Restated Leases (collectively, the “ Amended and Restated Security Agreements ”), (c) amend and restate certain of the subleases under the Amended and Restated Leases, (collectively, the “ Amended and Restated Subleases ”), (d) amend and restate the security agreements from the subtenants under the Amended and Restated Subleases (collectively, the “ Amended and Restated Subtenant Security Agreements ”), (e) amend and restate the Five Star guarantees and the subtenants’ guarantees of the Amended and Restated Leases (collectively, the “ Amended and Restated Guarantys ”), (f) terminate all pledges of equity interests of tenants and subtenants under the Leases and an assignment and security agreement with respect to reserves for furniture, fixtures and equipment thereunder (collectively, the “ Termination Agreements ”), (g) the sale by certain of the Five Star Parties to the SNH Party that is the landlord under the Term Loan Lease of furniture, fixtures and equipment (the “ FF&E ”) located at the Mortgaged Properties, (h) the pledge by certain of the Five Star Parties to Citibank of inventory and equipment used at the Mortgaged Properties and leases, rents, contracts and accounts receivable relating to or arising from operation of the Mortgaged Properties pursuant to Subordination, Assignment and Security Agreements (the “ SASAs ”) and certain further amendments to the Term Loan Lease as provided therein, and (i) conform certain reporting and operational obligations of those Five Star Parties which are tenants and/or operators of the Mortgaged Properties to those required by the Term Loan.

In addition, to facilitate the Term Loan, certain of the Five Star Parties have been in negotiation with Citibank with respect to agreements and instruments to be executed and delivered by them in connection therewith and with Wachovia Bank, National Association (“ Wachovia ”) with respect to amendments to their credit facility with Wachovia.

In connection with all of the foregoing, the Parties have agreed to certain accommodations to facilitate the Term Loan.

Now, therefore, the Parties agree:

1. Execution and Delivery . Contemporaneously with the closing of the Term Loan, the Amended and Restated Leases, the First Amendment, the Amended and Restated Security Agreements, the Amended and Restated Subleases, the Amended and Restated Subtenant Security Agreements, the Amended and Restated Guarantys, the Termination Agreements, the SASAs, bills of sale for the FF&E and all other agreements, instruments and documents required in connection therewith will be executed and delivered by the SNH Parties and the Five Star Parties which are parties thereto in the forms agreed to by such Parties.

2. Common Stock . Contemporaneously with the closing of the Term Loan, SNH will purchase and Five Star will sell 3,200,000 shares of Five Star’s common stock, par value $0.01 (the “ FVE Common Stock ”), and Five Star and SNH will enter into a Registration Rights Agreement in the form of Exhibit A (the “ Registration Rights Agreement ”); provided, however, that Five Star shall not issue the FVE Common Stock to SNH until Five Star receives notification from the NYSE Amex LLC of the NYSE Amex LLC’s approval for listing with the NYSE Amex LLC the FVE Common Stock to be issued by Five Star to SNH pursuant to this Section 2. Five Star agrees to submit within five business days of the date of this Agreement a listing application with the NYSE Amex LLC for listing approval with the NYSE Amex LLC of the FVE Common Stock.

3. Consideration . In consideration for the purchase and sale of the FF&E, the FVE Common Stock and certain other accommodations afforded the SNH Parties by the FVE Parties as contemplated by this Agreement and the other agreements, instruments and documents executed and delivered in connection with the transactions contemplated hereby, and as reimbursement for certain internal costs of the Five Star Parties, contemporaneously with the closing of the Term Loan, SNH will pay Five Star $18,600,000 in cash and effect the rent reduction provided in Section 5 hereof.

4. Expenses . Upon receipt of invoices and in addition to the payment provided in Section 3 hereof, SNH will pay all past and future out-of-pocket costs and expenses, including attorney’s fees, incurred by the Five Star Parties in connection with or arising from the negotiation and closing of the transactions contemplated by this Agreement (but not costs and expenses of continued maintenance or compliance) and the other agreements, instruments and documents executed and delivered in connection with the transactions contemplated hereby, including all past and future costs and expenses in connection with or arising from the organization (but not the continued maintenance) of additional subsidiaries and licensing.

5. Rent Reduction . Minimum Rent (defined in the Amended and Restated Leases) for the Amended and Restated Lease which includes the Leased Properties known as the New England Rehabilitation Hospital and the Braintree Rehabilitation Hospital will, upon closing of the Term Loan, be reduced by an annual amount equal to $2,000,000 until the expiration or sooner termination of the Fixed Term (as defined in that Amended and Restated Lease).

6. Uneconomic Properties . So long as the First Amendment is effective (as such amendment may be amended or modified from time to time), if the tenant under the Term Loan Lease reasonably determines that it is no longer economically practical to operate a Mortgaged Property as it is then operated and desires to market such Mortgaged Property for sale or to replace such Mortgaged Property with another property which is not then a Mortgaged Property, then upon notice to SNH with supporting information, to the extent SNH Financing may then do so in compliance with its covenants under the Term Loan, and so long as SNH Financing would not be subject to any make-whole or similar payment, the landlord under the Term Loan Lease will reasonably cooperate with the tenant and negotiate in good faith with Citibank (or its successors) to permit such a sale or replacement of such Mortgaged Property, subject to any required prepayment of the Term Loan not being in excess of the sale proceeds if the Mortgaged Property is sold or, if the Mortgaged Property is to be replaced, to no prepayment being required, and to permit an amendment of the Term Loan Lease to reduce the Minimum Rent (defined in the Term Loan Lease) upon such sale, consistent with the terms of the Term Loan Lease as in effect immediately prior to the effectiveness of the First Amendment, or upon such replacement, to adjust the Minimum Rent, if appropriate, on terms acceptable to the landlord and tenant. To the extent such sale or replacement could not be done by SNH Financing in compliance with its covenants under the Term Loan, SNH Financing shall negotiate in good faith with Citibank (or its successors) to obtain the consent of Citibank (or its successors) to such sale or replacement, subject to the other qualifications of the immediately preceding sentence.

7. Cooperation . Each of the Parties will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, whether before or after the closing of the Term Loan. Additionally, the Five Star Parties will timely provide the SNH Parties with information and documentation reflecting the historical cost basis of the Five Star Parties in the FF&E.

8. Redemption and Compliance . Five Star shall not and shall cause its subsidiaries not to offer to redeem or redeem any shares of Five Star common stock if as a result of such redemption the FVE Common Stock issued to SNH by Five Star pursuant to this Agreement would then represent more than 9.8% of the then issued and outstanding shares of Five Star common stock; provided for these purposes, shares issued to officers and employees which are subject to vesting or similar restrictions shall not be deemed to be issued and outstanding. Five Star will reasonably cooperate with any SNH request involving SNH’s compliance with section 856(d)(2)(B) of the Internal Revenue Code of 1986, as amended (including the applicable attribution rules of section 856(d)(5)).

9. Transfer Restrictions . Subject to ownership limitations in Five Star’s governing instruments, as they may be in effect from time to time, for so long as Five Star may have net operating loss carryforwards or similar tax benefits which may be applied to Five Star’s future taxable income and the application of such loss carryforwards or benefits may be limited as a result of ownership changes in Five Star’s stock pursuant to applicable tax law, regulations or rules, SNH shall not sell, dispose or otherwise transfer, or offer to do the same, without Five Star’s prior written consent (not to be unreasonably withheld, conditioned or delayed), any shares of the FVE Common Stock.

10. Indemnity . Should any of the Parties default in its obligations under the Term Loan or any agreement, document or instrument executed in connection therewith, such defaulting Parties will pay or reimburse any other Party for any cost, expense, loss or damage suffered or incurred by such other Party as a result of such default.

11. Representations and Warranties of Five Star Parties . The Five Star Parties represent and warrant to the SNH Parties that:

(a) Organization . Each of the Five Star Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction or organization and has full corporate, trust, limited liability company or limited partnership power and authority to conduct its business as it is now being conducted and to own, operate or lease its properties and assets.

(b) Authorization . Each of the Five Star Parties has all requisite corporate, trust, limited liability company or limited partnership power and authority to execute and deliver this Agreement and the other agreements, documents or instruments which it is required to execute and deliver in connection with this Agreement and the transactions contemplated hereby and to perform its respective obligations hereunder and thereunder. The execution and delivery by each of the Five Star Parties of this Agreement and the other agreements, documents or instruments which they are required to execute and deliver in connection with this Agreement and the transactions contemplated hereby and the consummation by each of the transactions contemplated hereby have been duly authorized by all necessary corporate, trust, limited liability company or limited partnership action. This Agreement and the other agreements, documents or instruments required to be executed and delivered by each of the Five Star Parties in connection this Agreement and the transactions contemplated hereby has been duly and validly executed and delivered by each of the Five Star Parties party thereto and, assuming due authorization, execution and delivery by each of the other Parties, constitutes the legal, valid and binding obligation of such Five Star Parties, enforceable against each of the Five Star Parties in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, (ii) general principles of equity (whether applied in a proceeding at law or in equity) and (iii) any implied covenant of good faith and fair dealing.

(c) No Violation . The execution and delivery by each of the Five Star Parties of this Agreement and the agreements, documents or instruments required to be executed and delivered by them in connection with the transactions contemplated hereby does not, and the consummation by each of them of the transactions contemplated hereby will not, (i) conflict with, or result in any violation of or default under, any provision of the governing instruments of the Five Star Parties; (ii) conflict with or result in any violation of or default under, any law or judgment applicable to any such entity, or to which any of their respective properties are subject; or (iii) conflict with, or, with or without notice or the lapse of time, result in a breach, termination (or right of termination) or violation of or default under the terms of any agreement, contract, indenture or other instrument to

which any such entity is a party or subject, or to which any of its respective properties are subject.

(d) Approvals . The execution and delivery by each of the Five Star Parties of this Agreement and the agreements, documents or instruments required to executed and delivered by them in connection with this Agreement and the other transactions contemplated hereby and the consummation by it of the transactions contemplated hereby do not require the consent, approval, order, or authorization of any person under any agreement, contract, indenture or other instrument or laws to which any Five Star Party is a party or subject or to which any of its respective properties are subject, and no declaration, filing or registration with any governmental entity is required by any such entity in connection with the execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, except for consents which have been obtained and filings required under securities laws.

(e) FF&E . The Five Star Parties have, or will have at the closing of the Term Loan, title to all of the FF&E, free and clear of any liens or encumbrances, subject to SNH’s right and obligation to acquire the FF&E pursuant to this Agreement.

(f) Common Shares . The FVE Common Stock to be issued to SNH, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and not subject to any preemptive rights and issued in compliance with all applicable laws. As of the date of this Agreement and after giving effect to the issuance of the FVE Common Stock, the FVE Common Stock to be issued to SNH by Five Star will represent approximately 9.03% of the issued and outstanding shares of common stock of Five Star.

12. Representations and Warranties of SNH . The SNH Parties represent and warrant to the Five Star Parties:

(a) Organization . Each of the SNH Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction or organization and has full corporate, real estate investment trust, limited liability company or limited partnership power and authority to conduct its business as it is now being conducted and to own, operate or lease its properties and assets.

(b) Authorization . Each of the SNH Parties has all requisite corporate, trust, limited liability company or limited partnership power and authority to execute and deliver this Agreement and the other agreements, documents or instruments which it is required to execute and deliver in connection with this Agreement and the transactions contemplated hereby and to perform its respective obligations hereunder and thereunder. The execution and delivery by each of the SNH Parties of this Agreement and the other agreements, documents or instruments which they are required to execute and deliver in connection with this Agreement and the transactions contemplated hereby and the consummation by each of the transactions contemplated hereby have been duly authorized by all necessary corporate, trust, limited liability company or limited partnership action. This Agreement and the other agreements, documents or instruments required to be executed and delivered by each of the SNH Parties in connection this

Agreement and the transactions contemplated hereby has been duly and validly executed and delivered by each of the SNH Parties party thereto and, assuming due authorization, execution and delivery by each of the other Parties, constitutes the legal, valid and binding obligation of such SNH Parties, enforceable against each of the SNH Parties in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, (ii) general principles of equity (whether applied in a proceeding at law or in equity) and (iii) any implied covenant of good faith and fair dealing.

(c) No Violation . The execution and delivery by each of the SNH Parties of this Agreement and the agreements, documents or instruments required to be executed and delivered by them in connection with the transactions contemplated hereby does not, and the consummation by each of them of the transactions contemplated hereby will not, (i) conflict with, or result in any violation of or default under, any provision of the governing instruments of any of the SNH Parties; (ii) conflict with or result in any violation of or default under, any law or judgment applicable to any such entity, or to which any of their respective properties are subject; or (iii) conflict with, or, with or without notice or the lapse of time, result in a breach, termination (or right of termination) or violation of or default under the terms of any agreement, contract, indenture or other instrument to which any such entity is a party or subject, or to which any of its respective properties are subject.

(d) Approvals . The execution and delivery by each of the SNH Parties of this Agreement and the agreements, documents or instruments required to executed and delivered by them in connection with this Agreement and the other transactions contemplated hereby and the consummation by it of the transactions contemplated hereby do not require the consent, approval, order, or authorization of any person under any agreement, contract, indenture or other instrument or laws to which any SNH Party is a party or subject or to which any of its respective properties are subject, and no declaration, filing or registration with any governmental entity is required by any such entity in connection with the execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, except for consents which have been obtained and filings required under securities laws.

(e) Private Placement .

(i) SNH is (A) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”); (B) aware that the sale of the FVE Common Stock to it is being made in reliance on a private placement exemption from registration under the Securities Act and (C) acquiring the FVE Common Stock for its own account.

(ii) SNH understands and agrees that the FVE Common Stock is being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the FVE Common Stock has not been registered under the Securities Act and that the FVE Common Stock may be offered, resold, pledged

or otherwise transferred only (A) in a transaction not involving a public offering, (B) pursuant to an exemption from registration under the Securities Act, or (C) to Five Star or one of its subsidiaries, in each of cases (A) through (C) in accordance with any applicable securities laws of any State of the United States, and that it will notify any subsequent purchaser of the FVE Common Stock from it of the resale restrictions referred to above, as applicable.

(iii) SNH understands that, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144 promulgated thereunder, Five Star may require that the FVE Common Stock will bear a legend or other restriction substantially to the effect provided in Section 14(a) hereof.

(iv) SNH:

(A) is able to fend for itself in the transactions contemplated hereby;

(B) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the FVE Common Stock; and

(C) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

(v) SNH acknowledges that (A) it has conducted its own investigation of Five Star and the terms of the FVE Common Stock, (B) it has had access to Five Star’s public filings with the Securities and Exchange Commission and to such financial and other information as it deems necessary to make its decision to purchase the FVE Common Stock, and (C) has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of Five Star and its subsidiaries and to ask questions of Five Star and received answers thereto, each as it deemed necessary in connection with the decision to purchase the FVE Common Stock. SNH further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the FVE Common Stock.

(vi) SNH understands that Five Star will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

13. Issuance of Common Shares . It is agreed that the issuance of the FVE Common Stock will not constitute a prohibited Change of Control (defined in the Term Loan Lease).

14. Legends . SNH understands and agrees that any certificate or account statement representing the FVE Common Stock shall bear legends or other restrictions substantially to the

following effect (it being agreed that if the FVE Common Stock is not certificated, other appropriate restrictions shall be implemented to give effect to the following):

(a) “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (A) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (B) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 PROMULGATED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”;

(b) “THIS SECURITY IS SUBJECT TO AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF THE LEASE REALIGNMENT AGREEMENT, DATED AS OF AUGUST [_], 2009, AMONG SENIOR HOUSING PROPERTIES TRUST, FIVE STAR QUALITY CARE, INC. AND CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF FIVE STAR QUALITY CARE, INC.”;

(c) any legend generally appearing on certificates or account statements for the Company’s shares; and

(d) any legend required by applicable state securities laws.

15. No Amendment of Financing Documents . None of the SNH Parties shall enter, effect or cause any amendment or modification to the Term Loan or any other agreement, document or instrument with respect thereto if such amendment or modification would be materially adverse to Five Star without the prior written consent of FVE (not to be unreasonably withheld, conditioned or delayed) and any other applicable FVE Party.

16. Arbitration .

(a) Any disputes, claims or controversies between any SNH Party on the one hand and any Five Star Party on the other hand (i) arising out of or relating to this Agreement or the transactions contemplated hereby, or (ii) brought by or on behalf of any shareholder of either SNH or Five Star (which, for purposes of this Section 16, shall mean any shareholder of record or any beneficial owner of shares of either SNH or Five Star, or any former shareholder of record or beneficial owner of shares of either SNH or Five Star), either on its own behalf, on behalf of either SNH or Five Star or on behalf of any series or class of shares of either SNH or Five Star or shareholders of either SNH or Five Star against either SNH or Five Star or any trustee, director, officer, manager

(including Reit Management & Research LLC or its successor), agent or employee of either SNH or Five Star, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, the declaration of trust or the bylaws of SNH or the charter or bylaws of Five Star (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, managers or officers of either SNH or Five Star and class actions by a shareholder of either SNH or Five Star against those individuals or entities and either SNH and Five Star.

(b) There shall be three arbitrators. If there are (i) only two parties to the Dispute, each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration and (ii) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within 15 days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

(c) The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d) There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e) In rendering an award or decision (the “ Award ”), the arbitrators shall be required to follow the laws of The Commonwealth of Massachusetts. Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f) Except to the extent expressly provided by this Agreement or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a shareholder of either SNH or Five Star, award any portion of SNH’s or Five Star’s award to the claimant or the claimant’s attorneys. Each

party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g) The Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h) Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30 th day following the date of the Award or such other date as the Award may provide.

17. Miscellaneous .

(a) No Waiver . No failure by any Party to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

(b) Severability . Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.

(c) Notices .

(i) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopy with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(ii) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopy, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a business day or is required to be delivered on or before a specific day which is not a business day, the day of receipt or required delivery shall automatically be extended to the next business day.

(iii) All such notices shall be addressed,

if to any SNH Party:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn: David J. Hegarty, President
Facsimile: (617) 796-8349

with a copy to (which shall not constitute notice):

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Attn: Richard Teller
Facsimile: (617) 338-2880

if to any Five Star Party:

Five Star Quality Care, Inc.
400 Centre Street
Newton, Massachusetts 02458
Attn: Bruce J. Mackey, Jr., President
Facsimile: (617) 658-1751

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, M assachusetts 02108
Attn.: Louis A. Goodman
Facsimile: (617) 573-4822

(iv) By notice given as herein provided, the Parties and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and

facsimile numbers effective upon receipt by the other Parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

(d) Waiver; Successors and Assigns . Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the Party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

(e) Counterparts; Headings . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the Parties shall have been signed. Headings in this Agreement are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.

(f) Applicable Law, Etc. Except as to matters regarding the internal affairs of a Party and issues of or limitations on any personal liability of the shareholders, members and limited partners and trustees, directors, managers and general partners of a Party, as to which the laws of a Party’s jurisdiction of formation or organization shall govern, this Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts without giving effect to the principles of conflicts of laws thereof that would require the application of any law of another jurisdiction.

(g) Attorneys’ Fees . If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement solely among the Parties, the prevailing Party therein shall be entitled to receive from the other Party the prevailing Party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

(h) Non-liability of Trustees and Directors .

(i) THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN OF THE PARTIES, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO OR RESTATEMENTS THEREOF (THE “DECLARATIONS”), ARE DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND PROVIDE THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH PARTIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH PARTIES. ALL PERSONS DEALING WITH SUCH PARTIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH PARTIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

(ii) A COPY OF THE ARTICLES OF INCORPORATION, AS IN EFFECT ON THE DATE HEREOF, OF FIVE STAR, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO, IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND. NO DIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF FIVE STAR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, FIVE STAR. ALL PERSONS DEALING WITH FIVE STAR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF FIVE STAR FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

Signatures appear on the pages to follow

Executed under seal as of the date first above written.

	SENIOR HOUSING PROPERTIES TRUST

	SNH FM FINANCING TRUST

	ELLICOTT CITY LAND I, LLC

	SNH SOMERFORD PROPERTIES TRUST

	SPTMNR PROPERTIES TRUST

	SNH/LTA PROPERTIES TRUST

	SPTIHS PROPERTIES TRUST

	SNH CHS PROPERTIES TRUST

	SNH/LTA PROPERTIES GA LLC

	SPTMNR PROPERTIES TRUST

	SNH/LTA PROPERTIES GA LLC

	SNH/LTA PROPERTIES TRUST

	O.F.C. CORPORATION

	SNH CHS PROPERTIES TRUST

	CCC OF KENTUCKY TRUST

	LEISURE PARK VENTURE LIMITED PARTNERSHIP
	By:	CC Leisure Park Corporation,
		its General Partner

	CCDE SENIOR LIVING LLC

	CCOP SENIOR LIVING LLC

	CCC PUEBLO NORTE TRUST

	CCC RETIREMENT COMMUNITIES II, L.P.
	By:	Crestline Ventures LLC,
		its General Partner

	CCC INVESTMENTS I, L.L.C.

	CCC FINANCING I TRUST

	CCC FINANCING LIMITED, L.P.
	By:	CCC Retirement Trust,
		its General Partner

	SNH SOMERFORD PROPERTIES TRUST

	HRES 1 PROPERTIES TRUST

SNH NS PROPERTIES TRUST

SNH/LTA PROPERTIES TRUST

SNH/LTA PROPERTIES GA LLC

CCOP SENIOR LIVING LLC


By:	/s/ David J. Hegarty
	Name:	David J. Hegarty
	Title:	President


FIVE STAR QUALITY CARE, INC.

FVE FM FINANCING, INC.

FIVE STAR QUALITY CARE TRUST

FS TENANT HOLDING COMPANY TRUST

FS COMMONWEALTH LLC

FS PATRIOT LLC

FIVE STAR QUALITY CARE — NS TENANT,
LLC

ANNAPOLIS HERITAGE PARTNERS, LLC

COLUMBIA HERITAGE PARTNERS, LLC

ENCINITAS HERITAGE PARTNERS, LLC

FIVE STAR QUALITY CARE-AZ, LLC

FIVE STAR QUALITY CARE-CA, LLC

FIVE STAR QUALITY CARE-COLORADO, LLC

FIVE STAR QUALITY CARE-FL, LLC

FIVE STAR QUALITY CARE-GA, LLC

FIVE STAR QUALITY CARE-GHV, LLC

FIVE STAR QUALITY CARE-IA, INC.

FIVE STAR QUALITY CARE-IA, LLC

FIVE STAR QUALITY CARE-MN, LLC

FIVE STAR QUALITY CARE-MO, LLC

FIVE STAR QUALITY CARE-MS, LLC

FIVE STAR QUALITY CARE-NE, INC.

	FIVE STAR QUALITY CARE-NE, LLC

	FIVE STAR QUALITY CARE-VA, LLC

	FIVE STAR QUALITY CARE-WI, LLC

	FIVE STAR QUALITY CARE-WY, LLC

	FREDERICK HERITAGE PARTNERS, LLC

	FRESNO HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
	By: Hamilton Place, LLC, its General Partner

	HAGERSTOWN HERITAGE PARTNERS, LLC

	MORNINGSIDE OF BELMONT, LLC

	MORNINGSIDE OF COLUMBUS, L.P.
	By: LifeTrust America, Inc., its General Partner

	MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP
	By: LifeTrust America, Inc., its General Partner

	MORNINGSIDE OF EVANS, LIMITED PARTNERSHIP
	By: LifeTrust America, Inc., its General Partner

	MORNINGSIDE OF GALLATIN, LLC

	MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP
	By: LifeTrust America, Inc., its General Partner

	NEWARK HERITAGE PARTNERS I, LLC

	NEWARK HERITAGE PARTNERS II, LLC

	REDLANDS HERITAGE PARTNERS, LLC

	ROSEVILLE HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
	By: Hamilton Place, LLC, its General Partner

	FIVE STAR QUALITY CARE-CA II, LLC

	FIVE STAR QUALITY CARE-IN, LLC

	FIVE STAR QUALITY CARE-KS, LLC

	FIVE STAR QUALITY CARE-MD, LLC

	FIVE STAR QUALITY CARE-TX, LLC

	FIVE STAR QUALITY CARE-WI, LLC

	FS LAFAYETTE TENANT TRUST

FS LEISURE PARK TENANT TRUST

FS LEXINGTON TENANT TRUST

FS TENANT POOL I TRUST

FS TENANT POOL II TRUST

FS TENANT POOL III TRUST

FS TENANT POOL IV TRUST

FSQC-AL, LLC

MORNINGSIDE OF ANDERSON, L.P.
By: LifeTrust America, Inc., its General Partner

MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP
By: LifeTrust America, Inc., its General Partner

FIVE STAR QUALITY CARE-IL, LLC

FIVE STAR QUALITY CARE-KS, LLC

FIVE STAR QUALITY CARE-NJ, LLC

FIVE STAR QUALITY CARE-VA, LLC

MORNINGSIDE OF GREENWOOD, L.P.
By: LifeTrust America, Inc.

MORNINGSIDE OF SKIPWITH-RICHMOND,
LLC

STOCKTON HERITAGE PARTNERS, LLC

FIVE STAR QUALITY CARE-MD, LLC

FIVE STAR QUALITY CARE-NC, LLC

FIVE STAR QUALITY CARE-SAVANNAH, LLC

MORNINGSIDE OF BELLGRADE, RICHMOND,
LLC

MORNINGSIDE OF CHARLOTTESVILLE, LLC

MORNINGSIDE OF NEWPORT NEWS, LLC

THE HEARTLANDS RETIREMENT COMMUNITY-ELLICOTT CITY I, INC.

By:	/s/ Bruce J. Mackey Jr.
	Name:	Bruce J. Mackey Jr.
	Title:	President

SCHEDULE A
Leases

1. Amended and Restated Master Lease Agreement (Lease No. 1), dated as of June 30, 2008, by and among Ellicott City Land I, LLC, Ellicott City Land II, LLC, SNH CHS Properties Trust, SPTIHS Properties Trust, SPTMNR Properties Trust, SNH/LTA Properties Trust, SNH/LTA Properties GA LLC, and Savannah Square, Inc. (as Landlord) and Five Star Quality Care Trust (as Tenant);

2. Amended and Restated Master Lease Agreement (Lease No. 2), dated as of June 30, 2008, by and among CCC Financing I Trust, CCC of Kentucky Trust, CCC Ohio Healthcare Trust, CCC Pueblo Norte Trust, CCC Investments I, L.L.C., CCCP Senior Living LLC, CCDE Senior Living LLC, CCFL Senior Living LLC, CCOP Senior Living LLC, CCSL Senior Living LLC, LTJ Senior Communities LLC, CCC Financing Limited, L.P., CCC Retirement Trust, CCC Retirement Communities II, L.P., HRES1 Properties Trust, Leisure Park Venture Limited Partnership and Panther Holdings Level I, L.P., (as Landlord) and FS Commonwealth LLC, FS Patriot LLC, FS Tenant Holding Company Trust, and FS Tenant Pool III Trust (as Tenant);

3. Amended and Restated Master Lease Agreement (Lease No. 3), dated as of June 30, 2008, by and among SNH Somerford Properties Trust, SPTIHS Properties Trust, and SPTMNR Properties Trust (as Landlord) and Five Star Quality Care Trust (as Tenant), as amended;

4. Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 1, 2008, by and between SNH NS Properties Trust (as Landlord) and Five Star Quality Care - NS Tenant, LLC (as Tenant);

5. Lease Agreement, dated as of November 19, 2004, by and among MSD — Macon, LLC, MSD — Beaufort, LLC, MSD — Camden, LLC, MSD — Hartsville, LLC, MSD — Lexington, LLC, MSD — Orangeburg, LLC, MSD — Seneca, LLC, MSD — Cullman, LLC, MSD — Madison, LLC, MSD — Sheffield, LLC, MSD — Bowling Green, LLC, MSD — Paducah, LLC, MSD — Conyers, LLC, MSD — Gainesville, LLC, MSD — Cleveland, LLC and MSD — Cookeville, LLC (as Landlord) and Morningside of Macon, LLC, Morningside of Beaufort, LLC, Morningside of Camden, LLC, Morningside of Hartsville, LLC, Morningside of Lexington, LLC, Morningside of Orangeburg, LLC, Morningside of Seneca, L.P., Morningside of Cullman, LLC, Morningside of Madison, LLC, Morningside of Sheffield, LLC, Morningside of Bowling Green, LLC, Morningside of Paducah, LLC, Morningside of Conyers, LLC, Morningside of Gainesville, LLC, Morningside of Cleveland, LLC and Morningside of Cookeville, LLC;

6. Lease Agreement, dated as of November 19, 2004, by and among MSD - Jackson, LLC, MSD - Knoxville, LLC, MSD - Franklin, LLC, and MSD - Hopkinsville, LLC (as Landlord) and Morningside of Jackson, LLC, Morningside of Knoxville, LLC, Morningside of Franklin, LLC and Morningside of Hopkinsville, Limited Partnership (as Tenant); and

7. Master Lease Agreement, dated as of September 1, 2008, by and among SNH RMI Fox Ridge Manor Properties LLC, SNH RMI Jefferson Manor Properties LLC, SNH RMI McKay Manor Properties LLC, SNH RMI Northwood Manor Properties LLC, SNH RMI Oak Woods Manor Properties LLC, SNH RMI Park Square Manor Properties LLC, SNH RMI Smith Farms Manor Properties LLC, and SNH RMI Sycamore Manor Properties LLC, (as Landlord) and Five Star Quality Care-RMI, LLC (as Tenant).

SCHEDULE B
Mortgaged Properties

Forum at Desert Harbor

13840 North Desert Harbor Drive

Peoria, AZ 85381

Forum at Tucson

2500 North Rosemont Blvd.

Tucson, AZ 85712

The Remington Club I

16925 Hierba Drive

San Diego, CA 92128

The Remington Club II

16916 Hierba Drive

San Diego, CA 92128

Rio Las Palmas

877 East March Lane

Stockton, CA 95207

Foulk Manor North

1212 Foulk Road

Wilmington, DE 19803

Park Summit at Coral Springs

8500 Royal Palm Blvd.

Coral Springs, FL 33065

Coral Oaks

900 West Lake Road

Palm Harbor, FL 34684

Savannah Square

One Savannah Square Drive

Savannah, GA 31406

Forum at the Crossing

8505 Woodfield Crossing Blvd.

Indianapolis, IN 46240

Forum at Overland Park

3501 West 95th Street

Overland Park, KS 66206

Forum at Brookside

200 Brookside Drive

Louisville, KY 40243

Gables at Winchester

299 Cambridge Street

Winchester, MA 01890

HeartFields at Easton

700 Port Street

Easton, MD 21601

Heartlands at Ellicott City

3004 North Ridge Road

Ellicott City, MD 21043

Heartlands at Severna Park

715 Benfield Road

Severna Park, MD 21146

Aspenwood

14400 Homecrest Road

Silver Springs, MD 20906

HeartFields at Cary

1050 Crescent Green Drive

Cary, NC 27511

Montebello

10500 Academy Road

Albuquerque, NM 87111

Forum at Knightsbridge

4590 and 4625 Knightsbridge Blvd.

Columbus, OH 43214

Forum at Memorial Woods

777 North Post Oak Road

Houston, TX 77024

Forum at Lincoln Heights

311 West Nottingham Road

San Antonio, TX 78209

Forum at Woodlands

5055 W Panther Creek Drive

Woodlands, TX 77381

Morningside of Charlottesville

491 Crestwood Drive

Charlottesville, VA 22903

HeartFields at Fredericksburg

20 HeartFields Lane

Fredericksburg, VA 22405

Morningside of Bellgrade

2800 Polo Parkway

Midlothian, VA 23113

Morningside of Newport News

655 Denbigh Boulevard

Newport News, VA 23608

Meadowmere - Northshore Assisted Living

10803 North Port Washington Road

Mequon, WI 53092

Exhibit 10.2

SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

THIS SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “ Amendment ”) dated as of August 4, 2009 by and among FIVE STAR QUALITY CARE, INC. (the “ Borrower ”), each of the parties identified as “Guarantor” on the signature pages hereto (each a “ Guarantor ”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender (the “ Lender ”).

WHEREAS, the Borrower and the Lender have entered into that certain Credit and Security Agreement dated as of May 9, 2005 (as amended and in effect immediately prior to the date hereof, the “ Credit Agreement ”);

WHEREAS, the Borrower has informed the Lender that Senior Housing Properties Trust (“ SNH ”) intends to enter into certain financing (the “ SNH Financing ”) with Citibank, N.A. (with its successors and assigns, the “ SNH Lender ”). Pursuant to the SNH Financing, the New Landlord (as hereinafter defined) will grant mortgages encumbering each of the properties listed on Schedule 1.1(c) attached hereto (each an “ Affected Property ” and collectively the “ Affected Properties ”) in favor of the SNH Lender;

WHEREAS, concurrently with the SNH Financing, title to the Affected Properties (except for the Affected Property known as “ Heartlands at Ellicott City ”) will be transferred from the current owners of such Affected Properties to SNH FM Financing LLC (“ Financing LLC ”) or its immediate parent, SNH FM Financing Trust (“ Financing Trust ”), each a wholly owned subsidiary of SNH. Financing LLC, Financing Trust and Ellicott City Land I, LLC, a wholly owned subsidiary of SNH and the owner of the Affected Property known as “Heartlands at Ellicott City” (with Financing LLC and Financing Trust, collectively, the “ New Landlord ”) will lease each of the Affected Properties to FVE FM Financing, Inc., a wholly owned subsidiary of the Borrower (the “ New Tenant ”), who will sublease each Affected Property to the applicable Provider that currently operates such Affected Property, as such Providers are listed on Schedule 1.1(d) attached hereto (“ Relevant Existing Providers ”), and to each Released Guarantor (defined below);

WHEREAS, in connection with the SNH Financing, the Borrower requests that the Lender release each Provider listed on Schedule 1.1(e) attached hereto from the Liens granted in favor of the Lender and from its respective obligations under the Guaranty (each a “ Released Guarantor ” and collectively the “ Released Guarantors ”);

WHEREAS, as a condition to the SNH Financing, among others, the SNH Lender requires that the New Tenant and each Relevant Existing Provider and each Released Guarantor execute a subordination, assignment and security agreement (each an “ SASA ” and collectively the “ SASAs ”) for each Affected Property in favor of the SNH Lender. Further, the SNH Lender requires that, on or after the closing of the SNH Financing, the Relevant Existing Providers transfer all licenses, permits and other operating assets relating to each Affected Property to one

or more separate, single purpose, wholly owned Subsidiaries of the Borrower (each, a “ New Operator ”); and

WHEREAS, the Borrower and the Lender desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1. Specific Amendments to Credit Agreement . The parties hereto agree that the Credit Agreement is amended as follows:

(a) The Credit Agreement is amended inserting the following new definitions into Section 1.1:

“ Affected Account ” means an Account of a Relevant Existing Provider or a Released Guarantor that is generated by, and only by, the operation of an Affected Property by such Relevant Existing Provider or Released Guarantor, as applicable.

“ Affected Property ” means each of the Properties listed on Schedule 1.1(c) attached hereto that will be encumbered by mortgages in favor of the SNH Lender to secure the SNH Financing.

“ New Landlord ” means, collectively, SNH FM Financing LLC, its immediate parent, SNH FM Financing Trust, and Ellicott City Land I, LLC, each a wholly owned subsidiary of SNH.

“ New Operator ” means, for each Affected Property, the wholly owned, single purpose subsidiary of the Borrower to which the Relevant Existing Provider or Released Guarantor that operates such Affected Property will, on or after the consummation of the SNH Financing, transfer all of such Person’s licenses, permits and other operating assets relating to such Affected Property.

“ New Tenant ” means FVE FM Financing, Inc., a wholly owned Subsidiary of the Borrower to whom the New Landlord has, as of the Seventh Amendment Date, leased each Affected Property in connection with the SNH Financing.

“ Released Guarantors ” means each Provider listed on Schedule 1.1(e) attached hereto.

“ Relevant Existing Provider ” means each Provider listed on Schedule 1.1(d) attached hereto.

“ SASA ” means each subordination, assignment and security agreement relating to the SNH Financing and executed by a Relevant Existing Provider, a Released Guarantor or a New Operator for each Affected Property that such Person operates.

“ Seventh Amendment Date ” means August 4, 2009.

“ SNH Credit Agreement ” means that certain Master Credit Facility Agreement dated as of August 4, 2009 by and among the SNH Lender and SNH, as borrower, as amended from time to time in accordance with Section 10.7.

“ SNH Financing ” means that certain Term Loan made by the SNH Lender in the original principal amount of $512,934,000 pursuant to the SNH Credit Agreement.

“ SNH Lender ” means Citibank, N.A., and its successors and assigns.

“ SNH Loan Documents ” means the SNH Credit Agreement, each SASA, each mortgage encumbering an Affected Property and each other agreement, document and instrument executed and delivered in connection therewith, each as amended from time to time in accordance with Section 10.7.

(b) The Credit Agreement is further amended by adding the following new clause (i) to the end of the definition of “Permitted Liens” set forth in Section 1.1:

“(i) the Liens created by the SASAs executed and delivered by each Relevant Existing Provider, each Released Guarantor and each New Operator.”

(c) The Credit Agreement is further amended by deleting each reference to “Agreement Date” in Sections 7.1(b) and 7.1(cc) and substituting in its place a reference to “Seventh Amendment Date”, and by deleting the reference to “Agreement Date” in the last sentence of Section 7.1(f) and substituting in its place a reference to “Seventh Amendment Date.”

(d) The Credit Agreement is further amended by inserting the following at the end of Section 8.16:

“Notwithstanding the foregoing, a Relevant Existing Provider shall not be required to execute and deliver a collateral assignment of a Lease of an Affected Property entered into by such Relevant Existing Provider and the New Tenant.”

(e) The Credit Agreement is further amended by deleting the “.” following clause (f) of Section 10.3, replacing it with a “; and” and inserting the following new clause (g) into Section 10.3 in appropriate alphabetical order:

“(g) The SNH Financing.”

(f) The Credit Agreement is further amended by deleting the reference to “Schedule 7.1.(f)” in clause (ii) of Section 10.4(a) and substituting in its place a reference to “Schedule 10.4(a)”.

(g) The Credit Agreement is further amended by deleting the “.” following clause (c) of Section 10.5, replacing it with a “; and” and inserting the following new clause (d) into Section 10.5 in appropriate alphabetical order:

“(d) Subject to compliance with Section 5.3., a wholly owned Subsidiary of the Borrower may liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) so long as (i) if the liquidating or dissolving Subsidiary is a Loan Party, any and all assets of such Subsidiary are transferred to a Loan Party or such Person that shall become a Guarantor if required under Section 8.12 at the time of the effectiveness of such transfer, (iii) immediately prior to such liquidation or dissolution, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, and (iv) if the liquidating or dissolving Subsidiary is a Loan Party, the Borrower shall give the Lender notice of any such liquidation or dissolution promptly following the effectiveness thereof.”

(h) The Credit Agreement is further amended by restating the last sentence of Section 10.5 in its entirety and substituting in its place the following:

“Notwithstanding the foregoing, no Loan Party shall sell, transfer or otherwise convey any of its right, title or interest in, to or under any of the Collateral of such Loan Party; provided, however, that each Relevant Existing Provider and each Released Guarantor may transfer to the New Operators such Relevant Existing Provider’s and such Released Guarantor’s licenses, permits and other operating assets that relate to, and only relate to, each Affected Property that such Relevant Existing Provider or such Released Guarantor operates.”

(i) The Credit Agreement is further amended by deleting Section 10.7 in its entirety and substituting in its place the following:

“ Section 10.7 Modification of Organizational Documents, Shared Services Agreement and SNH Loan Documents.

The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, no Trust shall amend the provisions of its declaration of trust relating to SPC Debt. The

Borrower shall not amend, supplement, restate or otherwise modify the Shared Services Agreement if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect. The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, amend, supplement, restate or otherwise modify any of the SNH Loan Documents if (a) a Relevant Existing Operator is in any way obligated under the SNH Loan Documents and (b)such amendment, supplement, restatement or other modification is materially adverse to the rights and interests of the Lender hereunder.”

(j) The Credit Agreement is further amended by deleting Section 10.10(a) in its entirety and substituting in its place the following:

“(a) Deposit Accounts and Lockboxes for Account Collections . The Borrower shall not, and shall not permit any Provider to, establish any lockbox or deposit account into which any Proceeds of Accounts will be deposited, or cause or permit to be deposited, any cash, checks, drafts or similar items representing Proceeds of Accounts in any deposit accounts, other than the Government Lockboxes, the Provider Accounts and the Borrower Accounts or direct or permit any Account Debtor to remit payments on the Accounts other than to the applicable Provider Account, Government Lockbox or Borrower Account. Except as otherwise expressly permitted under Section 8.13., the Borrower Accounts and Provider Accounts shall be subject to an Account Control Agreement at all times. Notwithstanding the foregoing, the Relevant Existing Providers and the Released Guarantors may deposit and may cause to be deposited the proceeds of Affected Accounts, and only of Affected Accounts, into lockboxes or deposit accounts other than the Government Lockboxes, the Provider Accounts or the Borrower Accounts.”

(k) The Credit Agreement is further amended by inserting the new Schedules 1.1(c), 1.1(d), 1.1(e) and 10.4(a) attached hereto in appropriate numerical and alphabetical order.

(l) The Credit Agreement is further amended by deleting Schedules 1.1(b), 7.1(b), 7.1(f) and 7.1(cc) in their entireties and substituting in their place Schedules 1.1(b), 7.1(b), 7.1(f) and 7.1(cc), respectively, each of which is attached hereto.

Section 2. Release of Certain Guarantors; Excluded Subsidiaries . Subject to the satisfaction of the conditions set forth in Section 4 below, the Lender hereby releases each of the Released Guarantors from its obligations under Article XII of the Credit Agreement and the Lender further hereby releases its Lien on such Released Guarantor’s Collateral. In addition, subject to the satisfaction of the conditions set forth in Section 4 hereof, each of the New Tenant, each New Operator and each Released Guarantor shall be deemed to be an Excluded Subsidiary; provided, however, (i) the New Tenant shall not be deemed to be an Excluded Subsidiary if it leases Properties other than Affected Properties, (ii) no New Operator shall be deemed to be an Excluded Subsidiary if it operates a Property other than an Affected Property and (iii) a Released

Guarantor shall not be deemed to be Excluded Subsidiary if such Released Guarantor is a Provider with respect to a Property other than an Affected Property. Subject to the satisfaction of the conditions set forth in Section 4 below, the Lender hereby authorizes each Released Guarantor to file a termination statement with respect to each existing UCC-1 financing statement, which termination shall be in form and substance satisfactory to the Lender, showing such Released Guarantor as debtor and the Lender as Secured Party.

Section 3. Release of Lien . Subject to the satisfaction of the conditions set forth in Section 4 below, the Lender releases its Lien on all right, title and interest of each Relevant Existing Provider (collectively, the “ Relevant Released Collateral ” of such Relevant Existing Provider) to the following property:

(a) all Affected Accounts;

(b) deposit account number 2000049281642 at Wachovia Bank, N.A., in which is deposited all revenue generated by, and only by, the operation of an Affected Property by the Relevant Existing Providers;

(c) all Chattel Paper of such Relevant Existing Provider but only to the extent generated by, and only by, the operation of an Affected Property by such Relevant Existing Provider;

(d) all Supporting Obligations relating to any of the foregoing;

(e) all books and records pertaining to any of the foregoing (including without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records);

(f) all Leases entered into by any Relevant Existing Providers with respect to, and only to, the Affected Properties; and

(g) all accessions to, substitutions for, and all replacements, products and proceeds of the foregoing (including without limitation, proceeds of insurance policies insuring any of the foregoing).

The Lender does not release any other Collateral of any Relevant Existing Providers from the Lender’s Lien in the Collateral of the Relevant Existing Providers, and each Relevant Existing Provider reaffirms its grant of its Lien to the Lender in such other Collateral. Subject to the satisfaction of the conditions set forth in Section 4 below, the Lender hereby authorizes each Relevant Existing Provider to file an amendment to each existing UCC-1 financing statement, which amendment shall be in form and substance satisfactory to the Lender, describing the assets covered by security interests granted by such Relevant Existing Provider to the Lender to reflect the release of the Relevant Released Collateral.

Section 4. Conditions Precedent . The effectiveness of this Amendment is subject to receipt by the Lender of each of the following, each in form and substance satisfactory to the Lender:

(a) A counterpart of this Amendment duly executed by the Borrower and each Guarantor;

(b) An Amended and Restated Collateral Assignment of Lease (Lease No. 1) duly executed by each “Assignor” party thereto, and a Release and Consent (Lease No. 1) duly executed by each “Landlord” party thereto, in each case in substantially the forms attached hereto as Exhibits A-1 and A-2;

(c) An Amended and Restated Collateral Assignment of Lease (Lease No. 2) duly executed by each “Assignor” party thereto, and a Release and Consent (Lease No. 2) duly executed by each “Landlord” party thereto, in each case in substantially the forms attached hereto as Exhibits B-1 and B-2;

(d) A Collateral Assignment of Lease (Lease No. 4) duly executed by each “Assignor” party thereto, and a Release and Consent (Lease No. 4) duly executed by each “Landlord” party thereto, in each case in substantially the forms attached hereto as Exhibits C-1 and C-2;

(e) Each of the items required by Section 8.12(a) of the Credit Agreement with respect to each Subsidiary listed on Exhibit D attached hereto in order to cause such Subsidiary to become a Guarantor under the Credit Agreement;

(f) Executed copies of the SNH Loan Documents certified by a Responsible Officer to be true, correct and complete;

(g) Executed copies of (i) the Amended and Restated Master Lease Agreement (Lease No. 1) dated as of August 4, 2009 by and among certain affiliates of SNH, as Landlord, and Five Star Quality Care Trust, as Tenant, (ii) the Amended and Restated Master Lease Agreement (Lease No. 2) dated as of August 4, 2009 by and among certain affiliates of SNH, as Landlord, and Five Star Quality Care Trust, FS Commonwealth LLC, FS Patriot LLC and FS Tenant Holding Company Trust, as Tenants, and (iii) the Amended and Restated] Master Lease Agreement (Lease No. 4) dated as of August 4, 2009 by and among certain affiliates of SNH, as Landlord, and Five Star Quality Care Trust, Five Star Quality Care — NS Tenant, LLC and FS Tenant Holding Company Trust, as Tenants; and

(h) Such other documents, instruments and agreements as the Lender may reasonably request.

Section 5. Effectiveness . Upon satisfaction of the conditions precedent contained in Section 4, this Amendment shall be deemed to be effective as of the date hereof.

Section 6. Representations . The Borrower represents and warrants to the Lender that:

(a) Authorization . The Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, each as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrower and this Amendment, the Credit Agreement, each as amended by this Amendment, is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

(b) Compliance with Laws, etc . The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment and the Credit Agreement, each as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental Approval or violate any Applicable Law relating to any Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any indenture, agreement or other instrument to which any Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party.

(c) No Default . No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.

Section 7. Reaffirmation of Representations by Borrower . The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Lender in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof and after giving effect to this Amendment with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

Section 8. Reaffirmation of Guaranty by Guarantors . Each Guarantor (other than a Released Guarantor) hereby reaffirms its continuing obligations to the Lender under Article XII of the Credit Agreement and agrees that the transactions contemplated by this Amendment shall not in any way affect the validity and enforceability of its obligations under Article XII of the Credit Agreement, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 9. Certain References . Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment.

Section 10. Expenses . The Borrower shall reimburse the Lender upon demand for all costs and expenses (including attorneys’ fees) incurred by the Lender in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 11. Benefits . This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 12. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 13. Effect . Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein.

Section 14. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 15. Definitions . All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

[Signatures on Next Page]

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to Credit and Security Agreement to be executed as of the date first above written.

THE BORROWER:

FIVE STAR QUALITY CARE, INC.


By:	/s/ Bruce J. Mackey Jr.
	Name:	Bruce J. Mackey Jr.
	Title:	President


THE LENDER:

WACHOVIA BANK, NATIONAL ASSOCIATION


By:	/s/ Matthew Ricketts
	Name:	Matthew Ricketts
	Title:	Director

[Signatures Continued on Next Page]

[Signature Page to Seventh Amendment to Credit and Security Agreement

with Five Star Quality Care, Inc.]

THE GUARANTORS: ALLIANCE PHARMACY SERVICES, LLC FIVE STAR QUALITY CARE-CA, INC. FIVE STAR QUALITY CARE-IA, INC. FIVE STAR QUALITY CARE-NE, INC. FIVE STAR QUALITY CARE-AZ, LLC FIVE STAR QUALITY CARE-CA, LLC FIVE STAR QUALITY CARE-COLORADO, LLC FIVE STAR QUALITY CARE-CT, LLC FIVE STAR QUALITY CARE-GA, LLC FIVE STAR QUALITY CARE-IA, LLC FIVE STAR QUALITY CARE-MO, LLC FIVE STAR QUALITY CARE-NE, LLC FIVE STAR QUALITY CARE-WI, LLC FIVE STAR QUALITY CARE-WY, LLC FIVE STAR QUALITY CARE-FL, LLC FIVE STAR QUALITY CARE-KS, LLC FIVE STAR QUALITY CARE-MD, LLC FIVE STAR QUALITY CARE-NC, LLC FIVE STAR QUALITY CARE-VA, LLC FS LAFAYETTE TENANT TRUST FS LEISURE PARK TENANT TRUST FS LEXINGTON TENANT TRUST FS TENANT POOL I TRUST FS TENANT POOL II TRUST FS TENANT POOL III TRUST FS TENANT POOL IV TRUST MORNINGSIDE OF BELMONT, LLC MORNINGSIDE OF GALLATIN, LLC MORNINGSIDE OF SPRINGFIELD, LLC FSQC FUNDING CO., LLC FIVE STAR QUALITY CARE-CA II, LLC FIVE STAR QUALITY CARE TRUST FS TENANT HOLDING COMPANY TRUST

By:	/s/ Bruce J. Mackey Jr.
	Name:	Bruce J. Mackey Jr.
	Title:	President

[Signatures Continued on Next Page]

[Signature Page to Seventh Amendment to Credit and Security Agreement

with Five Star Quality Care, Inc.]

	THE GUARANTORS (cont.): MORNINGSIDE OF ALABAMA, L.P. MORNINGSIDE OF ANDERSON, L.P. MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP MORNINGSIDE OF COLUMBUS, L.P. MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP MORNINGSIDE OF DECATUR, L.P. MORNINGSIDE OF EVANS, LIMITED PARTNERSHIP MORNINGSIDE OF GREENWOOD, L.P. MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP By: LIFETRUST AMERICA, INC., its General Partner


	By:		/s/ Bruce J. Mackey Jr.
			Name:	Bruce J. Mackey Jr.
			Title:	President


	ANNAPOLIS HERITAGE PARTNERS, LLC COLUMBIA HERITAGE PARTNERS, LLC ENCINITAS HERITAGE PARTNERS, LLC FIVE STAR QUALITY CARE - SAVANNAH, LLC FREDERICK HERITAGE PARTNERS, LLC FSQ PHARMACY HOLDINGS LLC HAGERSTOWN HERITAGE PARTNERS, LLC NEWARK HERITAGE PARTNERS I, LLC NEWARK HERITAGE PARTNERS II, LLC REDLANDS HERITAGE PARTNERS, LLC STOCKTON HERITAGE PARTNERS, LLC, each a Delaware limited liability company


By:		/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

[Signature Page to Seventh Amendment to Credit and Security Agreement

with Five Star Quality Care, Inc.]

	THE GUARANTORS (cont.): FIVE STAR QUALITY CARE - GHV, LLC FIVE STAR QUALITY CARE - IL, LLC FIVE STAR QUALITY CARE - IN, LLC FIVE STAR QUALITY CARE - MN, LLC FIVE STAR QUALITY CARE - MS, LLC FIVE STAR QUALITY CARE - NJ, LLC FIVE STAR QUALITY CARE - NS OPERATOR, LLC FIVE STAR QUALITY CARE - NS OWNER, LLC FIVE STAR QUALITY CARE - NS TENANT, LLC FIVE STAR QUALITY CARE - OBX OPERATOR, LLC FIVE STAR QUALITY CARE - OBX OWNER, LLC FIVE STAR QUALITY CARE - TX, LLC FS COMMONWEALTH LLC FS PATRIOT LLC FSQC-AL, LLC, each a Maryland limited liability company


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

	MORNINGSIDE OF CONCORD, LLC MORNINGSIDE OF GASTONIA, LLC MORNINGSIDE OF GREENSBORO, LLC MORNINGSIDE OF RALEIGH, LLC MORNINGSIDE OF WILLIAMSBURG, LLC, each a Delaware limited liability company By: LIFETRUST AMERICA, INC., its sole member


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

[Signature Page to Seventh Amendment to Credit and Security Agreement

with Five Star Quality Care, Inc.]

THE GUARANTORS (cont.): MORNINGSIDE OF FAYETTE, L.P. MORNINGSIDE OF PARIS, L.P., each a Delaware limited partnership By: LIFETRUST AMERICA, INC., its general partner


By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

FRESNO HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP ROSEVILLE HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP By: SOMERFORD PLACE LLC, its general partner


By:		/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

SCHEDULE 1.1(b)

MATERIAL PROVIDERS

Five Star Quality Care-AZ, LLC (Delaware)

Five Star Quality Care-CA, LLC (Delaware)

Five Star Quality Care-Colorado, LLC (Delaware)

Five Star Quality Care-FL, LLC (Delaware)

Five Star Quality Care-GA, LLC (Delaware)

Five Star Quality Care - GHV, LLC (Maryland)

Five Star Quality Care-IA, Inc. (Delaware)

Five Star Quality Care-IA, LLC (Delaware)

Five Star Quality Care - IN, LLC (Maryland)

Five Star Quality Care - KS, LLC (Delaware)

Five Star Quality Care - MN, LLC (Maryland)

Five Star Quality Care-MO, LLC (Delaware)

Five Star Quality Care-NE, Inc. (Delaware)

Five Star Quality Care-NE, LLC (Delaware)

Five Star Quality Care - NJ, LLC (Maryland)

Five Star Quality Care - NS Operator, LLC (Maryland)

Five Star Quality Care — OBX Operator, LLC (Maryland)

Five Star Quality Care-WI, LLC (Delaware)

Five Star Quality Care-WY, LLC (Delaware)

FS Commonwealth LLC (Maryland)

FS Lafayette Tenant Trust (Maryland)

FS Leisure Park Tenant Trust (Maryland)

FS Lexington Tenant Trust (Maryland)

FS Patriot LLC (Maryland)

FSQ Pharmacy Holdings LLC (Delaware)

FS Tenant Pool I Trust (Maryland)

FS Tenant Pool II Trust (Maryland)

FS Tenant Pool III Trust (Maryland)

SCHEDULE 1.1(c)

AFFECTED PROPERTIES

Affected Properties	Existing Operator	New Operator

The facility known as Foulk Manor North and located at 1212 Foulk Road, Wilmington, Delaware	FS Tenant Pool I Trust, a Maryland business trust (“ FVE Pool I Trust ”)	Five Star Foulk Manor North LLC

The facility known as Park Summit at Coral Springs and located at 8500 Royal Palm Boulevard, Coral Springs, Florida.	FVE Pool I Trust	Five Star Coral Springs LLC

The facility known as Montebello and located at 10500 Academy Road, Albuquerque, New Mexico.	FVE Pool I Trust	Five Star Montebello LLC

The facility known as Forum at Lincoln Heights and located at 311 West Nottingham Road, San Antonio, Texas	FVE Pool I Trust	Five Star Lincoln Heights LLC

The facility known as Remington Club I and II and located at 16925 and 16916 Hierba Drive, San Diego, California.	FS Tenant Pool II Trust, a Maryland business trust (“ FVE Pool II Trust ”)	Five Star Remington Club LLC

The facility known as Coral Oaks and located at 900 West Lake Road, Palm Harbor, Florida	FVE Pool II Trust	Five Star Coral Oaks LLC

The facility known as Forum at the Crossing and located at 8505 Woodfield Crossing Boulevard, Indianapolis, Indiana	FVE Pool II Trust	Five Star Crossing LLC

The facility known as Gables at Winchester and located at 299 Cambridge Street, Winchester, Massachusetts	FVE Pool II Trust	Five Star Gables LLC

The facility known as Forum at Woodlands and located at 5055 West Panther Creek Drive, The Woodlands, Texas.	FVE Pool II Trust	Five Star Woodlands LLC

Affected Properties	Existing Operator	New Operator

The facility known as Forum at Desert Harbor and located at 13840 North Desert Harbor Drive, Peoria, Arizona.	FS Tenant Pool III Trust, a Maryland business trust (“ FVE Pool III Trust ”)	Five Star Desert Harbor LLC

The facility known as Forum of Tucson and located at 2500 N. Rosemont Boulevard, Tucson, Arizona	FVE Pool III Trust	Five Star Tucson Forum LLC

The facility known as Forum at Overland Park and located at 3501 West 95 th Street, Overland Park, Kansas.	FVE Pool III Trust	Five Star Overland Park LLC

The facility known as Forum at Brookside and located at 200 Brookside Drive, Louisville, Kentucky.	FVE Pool III Trust	Five Star Brookside LLC

The facility known as Forum at Knightsbridge and located at 4590 and 4625 Knightsbridge Boulevard, Columbus, Ohio.	FVE Pool III Trust	Five Star Knightsbridge LLC

The facility known as Forum at Memorial Woods and located at 777 North Post Oak Road, Houston, Texas	FVE Pool III Trust	Five Star Memorial Woods LLC

The facility known as HeartFields at Easton and located at 700 Port Street, Easton, Maryland	Five Star Quality Care—MD, LLC, a Delaware limited liability company (“ FVE MD LLC ”)	Five Star Easton Heartfields LLC

The facility known as Heartlands at Severna Park and located at 715 Benfield Road, Severna Park, Maryland.	FVE MD LLC	Five Star Severna Park LLC

The facility known as Aspenwood and located at 14400 Homecrest Road, Silver Springs, Maryland.	FVE MD LLC	Five Star Aspenwood LLC

The facility known as Rio Las Palmas and located at 877 East March Lane, Stockton, California.	Five Star Quality Care—CA, LLC, a Delaware limited liability company	Five Star Rio Las Palmas LLC

The facility known as HeartFields at Cary and located at 1050 Crescent Green Drive, Cary, North Carolina.	Five Star Quality Care—NC, LLC, a Delaware limited liability company	Five Star Cary Heartfields LLC

Affected Properties	Existing Operator	New Operator

The facility known as Savannah Square and located at One Savannah Square Drive, Savannah, Georgia.	Five Star Quality Care—Savannah, LLC, a Delaware limited liability company	Five Star Savannah Square LLC

The facility known as HeartFields at Fredericksburg and located at 20 HeartFields Lane, Fredericksburg, Virginia.	Five Star Quality Care—VA, LLC, a Delaware limited liability company	Five Star Frederick Heartfields LLC

The facility known as Meadowmere — Northshore Assisted Living and located at 10803 North Port Washington Road, Mequon, Wisconsin.	Five Star Quality Care—WI, LLC, a Delaware limited liability company	Five Star Northshore LLC

The facility known as Morningside of Bellgrade and located at 2800 Polo Parkway, Midlothian, Virginia.	Morningside of Bellgrade, Richmond, LLC, a Delaware limited liability company	Five Star Morningside Bellgrade LLC

The facility known as Morningside of Charlottesville and located at 491 Crestwood Drive, Charlottesville, Virginia.	Morningside of Charlottesville, LLC, a Delaware limited liability company	Five Star Morningside Charlottesville LLC

The facility known as Morningside of Newport News and located at 655 Denbigh Boulevard, Newport News, Virginia.	Morningside of Newport News, LLC, a Delaware limited liability company	Five Star Newport News LLC

The facility known as Heartlands at Ellicott City and located at 3004 North Ridge Road, Ellicott City, Maryland.	The Heartlands Retirement Community—Ellicott City I, Inc., a Maryland corporation	Five Star Ellicott City LLC

SCHEDULE 1.1(d)

RELEVANT EXISTING PROVIDERS

Five Star Quality Care-MD, LLC

Five Star Quality Care-CA, LLC

Five Star Quality Care-VA, LLC

Five Star Quality Care-WI, LLC

FS Tenant Pool I Trust

FS Tenant Pool II Trust

FS Tenant Pool III Trust

SCHEDULE 1.1(e)

RELEASED GUARANTORS

Five Star Quality Care-NC, LLC

Five Star Quality Care-Savannah, LLC

Morningside of Bellgrade, Richmond, LLC

Morningside of Charlottesville, LLC

Morningside of Newport News, LLC

The Heartlands Retirement Community-Ellicott City I, Inc.

SCHEDULE 7.1(b)

OWNERSHIP STRUCTURE

See attached organizational chart for equity interest holdings information.

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Affiliates Insurers Limited (Bermuda)	Excluded Subsidiary	Common Stock

Alliance Pharmacy Services, LLC (Delaware)		Membership Interests

Annapolis Heritage Partners, LLC (Delaware)	Provider	Membership Interests

CCC Boynton Beach, Inc. (Delaware)		Common Stock

Columbia Heritage Partners, LLC (Delaware)	Provider	Membership Interests

Emerson Management Holdings, LLC (Delaware)		Membership Interests

Encinitas Heritage Partners, LLC (Delaware)	Provider	Membership Interests

Five Star Advertising, Inc. (Delaware)		Common Stock

Five Star Aspenwood LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Brookside LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Cary Heartfields LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Coral Oaks LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Coral Springs LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Crossing LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Desert Harbor LLC (Delaware)	Excluded Subsidiary	Membership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Five Star Easton Heartfields LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Ellicott City LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Foulk Manor North LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Frederick Heartfields LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Gables LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Insurance, Inc. (Maryland)	Excluded Subsidiary	Common Stock

Five Star Lincoln Heights LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Knightsbridge LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star MD Homes LLC (Delaware)		Membership Interests

Five Star Memorial Woods LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Montebello LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Morningside Bellgrade LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Morningside Charlottesville LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Newport News LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Northshore LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Overland Park LLC (Delaware)	Excluded Subsidiary	Membership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Five Star Procurement Group Trust (Maryland)		Shares of Beneficial Interest

Five Star Quality Care Trust (Maryland)		Shares of Beneficial Interest

Five Star Quality Care-Ainsworth, LLC (Delaware)		Membership Interests

Five Star Quality Care-Ashland, LLC (Delaware)		Membership Interests

Five Star Quality Care-AZ, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care-Blue Hill, LLC (Delaware)		Membership Interests

Five Star Quality Care-CA II, Inc. (Maryland)		Common Stock

Five Star Quality Care-CA II, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care-CA, Inc. (Delaware)		Common Stock

Five Star Quality Care-CA, LLC (Delaware)	Provider, Material Subsidiary	Membership interest

Five Star Quality Care-Central City, LLC (Delaware)		Membership Interests

Five Star Quality Care-CO, Inc. (Maryland)		Common Stock

Five Star Quality Care-Colorado, LLC (Delaware)	Provider, Material Subsidiary	Membership Interests

Five Star Quality Care-Columbus, LLC (Delaware)		Membership Interests

Five Star Quality Care-CT, LLC (Delaware)		Membership Interests

Five Star Quality Care-Edgar, LLC (Delaware)		Membership Interests

Five Star Quality Care-Exeter, LLC (Delaware)		Membership Interests

Five Star Quality Care-Farmington, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Five Star Quality Care-FL, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care-GA, Inc. (Delaware)		Common Stock

Five Star Quality Care-GA, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care-GHV, LLC (Maryland)	Provider	Membership Interests

Five Star Quality Care-Grand Island, LLC (Delaware)		Membership Interests

Five Star Quality Care-Gretna, LLC (Delaware)		Membership Interests

Five Star Quality Care-Howell, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Quality Care-IA, Inc. (Delaware)	Provider	Common Stock

Five Star Quality Care-IA, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care - IL, LLC (Maryland)	Provider	Membership Interests

Five Star Quality Care - IN, LLC (Maryland)	Provider	Membership Interests

Five Star Quality Care-KS, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care-Lyons, LLC (Delaware)		Membership Interests

Five Star Quality Care-MD, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care-MI, Inc. (Delaware)		Common Stock

Five Star Quality Care-MI, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Quality Care-Milford, LLC (Delaware)		Membership Interests

Five Star Quality Care - MN, LLC (Maryland)	Provider	Membership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Five Star Quality Care-MO, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care - MS, LLC (Maryland)	Provider	Membership Interests

Five Star Quality Care - MVSP, LLC (Maryland)		Membership Interests

Five Star Quality Care-NC, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Quality Care-NE, Inc. (Delaware)	Provider	Common Stock

Five Star Quality Care-NE, LLC (Delaware)	Provider, Material Subsidiary	Membership Interests

Five Star Quality Care - NJ, LLC (Maryland)	Provider	Membership Interests

Five Star Quality Care - NS Operator, LLC (Maryland)	Provider	Membership Interests

Five Star Quality Care - NS Owner, LLC (Maryland)		Membership Interests

Five Star Quality Care - NS Tenant, LLC (Maryland)		Membership Interests

Five Star Quality Care - OBX Operator, LLC (Maryland)	Provider	Membership Interests

Five Star Quality Care - OBX Owner, LLC (Maryland)		Membership Interests

Five Star Quality Care - Richmond, LLC (Maryland)		Membership Interests

Five Star Quality Care - RMI, LLC (Maryland)	Excluded Subsidiary	Membership Interests

Five Star Quality Care - Savannah, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Quality Care - Somerford, LLC (Maryland)		Membership Interests

Five Star Quality Care-Sutherland, LLC (Delaware)		Membership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Five Star Quality Care - TX, LLC (Maryland)	Provider	Membership Interests

Five Star Quality Care-Utica, LLC (Delaware)		Membership Interests

Five Star Quality Care-VA, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care-Waverly, LLC (Delaware)		Membership Interests

Five Star Quality Care-WI, Inc. (Delaware)		Common Stock

Five Star Quality Care-WI, LLC (Delaware)	Provider	Membership Interests

Five Star Quality Care-WY, LLC (Delaware)	Provider	Membership Interests

Five Star Rehabilitation and Wellness Services, LLC (Maryland)		Membership Interests

Five Star Remington Club LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Rio Las Palmas LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Savannah Square LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Seabury LLC (Delaware)		Membership Interests

Five Star Severna Park LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Tucson Forum LLC (Delaware)	Excluded Subsidiary	Membership Interests

Five Star Woodlands Forum LLC (Delaware)	Excluded Subsidiary	Membership Interests

Frederick Heritage Partners, LLC (Delaware)	Provider	Membership Interests

Fresno Heritage Partners, a California Limited Partnership (California)	Provider	Partnership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

FS Commonwealth LLC (Maryland)	Provider	Membership Interests

FS Lafayette Tenant Trust (Maryland)	Provider, Material Subsidiary	Shares of Beneficial Interest

FS Leisure Park Tenant Trust (Maryland)	Provider	Shares of Beneficial Interest

FS Lexington Tenant Trust (Maryland)	Provider, Material Subsidiary	Shares of Beneficial Interest

FS Patriot LLC (Maryland)	Provider	Membership Interests

FS Tenant Holding Company Trust (Maryland)		Shares of Beneficial Interest

FS Tenant Pool I Trust (Maryland)	Provider, Material Subsidiary	Shares of Beneficial Interest

FS Tenant Pool II Trust (Maryland)	Provider, Material Subsidiary	Shares of Beneficial Interest

FS Tenant Pool III Trust (Maryland)	Provider, Material Subsidiary	Shares of Beneficial Interest

FS Tenant Pool IV Trust (Maryland)	Provider	Shares of Beneficial Interest

FSQ Crown Villa Business Trust (Maryland)		Shares of Beneficial Interest

FSQ Overland Park Place Business Trust (Maryland)		Shares of Beneficial Interest

FSQ Pharmacy Holdings, LLC (Delaware)	Provider	Membership Interest

FSQ Rio Las Palmas Business Trust (Maryland)		Shares of Beneficial Interest

FSQ The Palms at Fort Myers Business Trust (Maryland)		Shares of Beneficial Interest

FSQ Villa at Riverwood Business Trust (Maryland)		Shares of Beneficial Interest

FSQ, Inc. (Delaware)		Common Stock

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

FSQ/LTA Holdings Inc. (Delaware)		Common Stock

FSQC Tellico Village LLC (Maryland)	Excluded Subsidiary	Membership Interests

FSQC-AL, LLC (Maryland)	Provider	Membership Interests

FVEST.JOE, Inc. (Delaware)		Common Stock

Hagerstown Heritage Partners, LLC (Delaware)	Provider	Membership Interests

Hamilton Place, LLC (Delaware)		Membership Interests

Heartland Pharmacy Care, Inc. (Nebraska)		Common Stock

Heartland Promotions, Inc. (Nebraska)		Common Stock

LifeTrust America, Inc. (Tennessee)		Common Stock

LifeTrust Properties, LLC (Delaware)		Membership Interests

LTA Management Services of Florida, LLC (Delaware)		Membership Interests

LTA Management Services, LLC (Delaware)		Membership Interests

Morningside Holdings of Concord, LLC (Delaware)		Membership Interests

Morningside Holdings of Gastonia, LLC (Delaware)		Membership Interests

Morningside Holdings of Greensboro, LLC (Delaware)		Membership Interests

Morningside Holdings of Raleigh, LLC (Delaware)		Membership Interests

Morningside Holdings of Williamsburg, LLC (Delaware)		Membership Interests

Morningside of Alabama, L.P. (Delaware)	Provider	Partnership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Morningside of Anderson, L.P. (Delaware)	Provider	Partnership Interests

Morningside of Athens, Limited Partnership (Delaware)	Provider	Partnership Interests

Morningside of Beaufort, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Bellgrade, Richmond, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Belmont, LLC (Delaware)	Provider	Membership interest

Morningside of Bowling Green, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Camden, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Charlottesville, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Cleveland, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Columbus, L.P. (Delaware)	Provider	Partnership Interests

Morningside of Concord, LLC (Delaware)	Provider	Membership Interests

Morningside of Conyers, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Cookeville, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Cullman, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Dalton, Limited Partnership (Delaware)	Provider	Partnership Interests

Morningside of Decatur, L.P. (Delaware)	Provider	Partnership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Morningside of Evans, Limited Partnership (Delaware)	Provider	Partnership Interests

Morningside of Fayette, L.P. (Delaware)	Provider	Partnership Interests

Morningside of Franklin, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Gainesville, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Gallatin, LLC (Delaware)	Provider	Membership interest

Morningside of Gastonia, LLC (Delaware)	Provider	Membership Interests

Morningside of Georgia, L.P. (Delaware)		Partnership Interests

Morningside of Greensboro, LLC (Delaware)	Provider	Membership Interests

Morningside of Greenwood, L.P. (Delaware)	Provider	Partnership Interests

Morningside of Hartsville, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Hopkinsville, Limited Partnership (Delaware)	Excluded Subsidiary	Partnership Interests

Morningside of Jackson, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Kentucky, Limited Partnership (Delaware)	Provider	Partnership Interests

Morningside of Knoxville, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Lexington, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Macon, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Morningside of Madison, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Montgomery, Limited Partnership (Delaware)		Partnership Interests

Morningside of Newport News, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Orangeburg, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Paducah, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Paris, L.P. (Delaware)	Provider	Partnership Interests

Morningside of Raleigh, LLC (Delaware)	Provider	Membership Interests

Morningside of Seneca, L.P. (Delaware)	Excluded Subsidiary	Partnership Interests

Morningside of Sheffield, LLC (Delaware)	Excluded Subsidiary	Membership Interests

Morningside of Skipwith-Richmond, LLC (Delaware)	Provider	Membership Interests

Morningside of South Carolina, L.P. (Delaware)	Excluded Subsidiary	Partnership Interests

Morningside of Springfield, LLC (Delaware)	Provider	Membership Interests

Morningside of Tennessee, LLC (Delaware)		Membership Interests

Morningside of Williamsburg, LLC (Delaware)	Provider	Membership Interests

National LTC Pharmacy Services LLC (Delaware)		Membership Interests

Newark Heritage Partners I, LLC (Delaware)	Provider	Membership Interests

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

Newark Heritage Partners II, LLC (Delaware)	Provider	Membership Interests

O.F.C. Properties, LLC (Indiana)		Membership Interests

Orthopedic Rehabilitation Systems LLC (Maryland)		Membership Interests

Parkville Heritage Partners, LLC (Delaware)		Membership Interests

Progress Pharmacy Ltd. (Delaware)

Redlands Heritage Partners, LLC (Delaware)	Provider	Membership Interests

Rockville Heritage Partners, LLC (Delaware)		Membership Interests

Roseville Heritage Partners, a California Limited Partnership (California)	Provider	Partnership Interests

Senior Living Insurance Co., Ltd.	Excluded Subsidiary	Common Stock

Senior Living of Boynton Beach Limited Partnership (Delaware)		Partnership Interests

Somerford Emerson Management, LLC (Delaware)		Membership Interests

Somerford of Williamsville LLC (Delaware)		Membership Interests

Somerford Place LLC (Delaware)		Membership Interests

Somerford Wayne Management, LLC (Delaware)		Membership Interests

Somerford West Orange Management, LLC (Delaware)		Membership Interests

Stockton Heritage Partners, LLC (Delaware)	Provider	Membership Interests

The Heartlands Retirement Community — Ellicott City I, Inc. (Maryland)	Excluded Subsidiary	Common Stock

Subsidiaries (Jurisdiction of Organization)	Provider/Material Subsidiary and/or Excluded Subsidiary	Equity Interest

The Heartlands Retirement Community — Ellicott City II, Inc. (Maryland)		Common Stock

Toms River Heritage Partners, LLC (Delaware)		Membership Interests

Wayne Management Holdings, LLC (Delaware)		Membership Interests

West Orange Management Holdings, LLC (Delaware)		Membership Interests

SCHEDULE 7.1(f)

Leases

1. Amended and Restated Master Lease Agreement (Lease No. 1) dated as of August 4, 2009 by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and Five Star Quality Care Trust, as Tenant.

2. Amended and Restated Master Lease Agreement (Lease No. 2) dated as of August 4, 2009 by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and Five Star Quality Care Trust, FS Commonwealth LLC, FS Patriot LLC, and FS Tenant Holding Company Trust, as Tenants.

3. Amended and Restated Master Lease Agreement (Lease No. 4) dated as of August 4, 2009 by and among certain affiliates of Senior Housing Properties Trust, as Landlord, and Five Star Quality Care Trust, Five Star Quality Care — NS Tenant, LLC, and FS Tenant Holding Company Trust, as Tenants.

4. Master Lease Agreement, dated as of April 1, 2002, by and among certain affiliates of Five Star Quality Care, Inc., as Landlord, and certain other affiliates of Five Star Quality Care, Inc., as Tenant, as amended.

5. Master Lease Agreement, dated as of July 1, 2008, between Five Star Quality Care-NS Owner, LLC, as Landlord, and Five Star Quality Care-NS Operator, LLC, as Tenant.

6. Master Lease Agreement, dated as of December 3, 2008, by and between Five Star Quality Care - OBX Owner, LLC, as Landlord, and Five Star Quality Care - OBX Operator, LLC, as Tenant.

Subleases

Subleases under Amended and Restated Master Lease Agreement (Lease No. 1)

2. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-Colorado, LLC, Delaware limited liability company, as subtenant, as amended.

3. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IA, LLC, a Delaware limited liability company, as subtenant, as amended.

4. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-WY, LLC, a Delaware limited liability company, as subtenant, as amended.

7. Sublease Agreement, dated September 30, 2003, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality Care Trust), as sublandlord, and Five Star Quality Care-CA, LLC, a Delaware limited liability company, as subtenant, as amended.

9. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Gallatin, LLC, a Delaware limited liability company, as subtenant, as amended.

10. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Evans, Limited Partnership, a Delaware limited partnership, as subtenant, as amended.

11. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Columbus, L.P., a Delaware limited partnership, as subtenant, as amended.

12. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Dalton, Limited Partnership, a Delaware limited partnership, as subtenant, as amended.

14. Sublease Agreement, dated September 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-FL, LLC, a Delaware limited liability company, as subtenant, as amended.

15. Sublease Agreement, dated October 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MS, LLC, a Maryland limited liability company, as subtenant, as amended.

17. Second Amended and Restated Sublease Agreement, dated November 6, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Kentucky, Limited Partnership, a Delaware limited partnership, as subtenant, as amended.

18. Amended and Restated Sublease Agreement, dated January 1, 2007, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Belmont, LLC, a Delaware limited liability company, as subtenant, as amended.

31. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-VA, LLC, a Delaware limited liability company, as subtenant.

32. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-WI, LLC, a Delaware limited liability company, as subtenant.

Subleases under Amended and Restated Master Lease Agreement (Lease No. 2)

6. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Leisure Park Tenant Trust, a Maryland business trust, as subtenant, as amended.

7. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Lafayette Tenant Trust, a Maryland business trust, as subtenant, as amended.

8. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Lexington Tenant Trust, a Maryland business trust, as subtenant, as amended.

9. Sublease Agreement, dated as of the January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Tenant Pool IV Trust, a Maryland business trust, as subtenant, as amended.

11. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Athens, Limited Partnership, a Delaware limited partnership, as subtenant, as amended.

15. Sublease Agreement, dated February 7, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-TX, LLC, a Maryland limited liability company, as subtenant, as amended.

17. Sublease Agreement, dated as of August 1, 2008, between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and FSQC-AL, LLC, a Maryland limited liability company, as subtenant.

18. Sublease Agreement, dated as of November 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IN, LLC, a Maryland limited liability company, as subtenant.

19. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MD, LLC, a Delaware limited liability company, as subtenant.

20. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-WI, LLC, a Delaware limited liability company, as subtenant.

21. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord and FS Tenant Pool I Trust, a Maryland business trust, as subtenant.

22. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Tenant Pool II Trust, a Maryland business trust, as subtenant.

23. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord, and FS Tenant Pool III Trust, a Maryland business trust, as subtenant.

Subleases under Amended and Restated Master Lease Agreement (Lease No. 4)

24. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-Colorado, LLC, Delaware limited liability company, as subtenant, as amended.

25. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IA, LLC, a Delaware limited liability company, as subtenant, as amended.

26. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-KS, LLC, a Delaware limited liability company, as subtenant, as amended.

27. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-WY, LLC, a Delaware limited liability company, as subtenant, as amended.

28. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Skipwith-Richmond, LLC, a Delaware limited liability company, as subtenant, as amended.

29. Sublease Agreement, dated June 3, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Greenwood, L.P., a Delaware limited partnership, as subtenant, as amended.

30. Sublease Agreement, dated September 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-FL, LLC, a Delaware limited liability company, as subtenant, as amended.

31. Sublease Agreement, dated September 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as Sublandlord, and Five Star Quality Care-IL, LLC, a Maryland limited liability company, as Subtenant, as amended.

32. Second Amended and Restated Sublease Agreement, dated November 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GA, LLC, a Delaware limited liability company, as subtenant, as amended.

33. Second Amended and Restated Sublease Agreement, dated November 6, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Kentucky, Limited Partnership, a Delaware limited partnership, as subtenant, as amended.

34. Second Amended and Restated Sublease Agreement, dated February 17, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-NE, LLC, a Delaware limited liability company, as subtenant, as amended.

35. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Stockton Heritage Partners, LLC, a Delaware limited liability company, as subtenant, as amended.

36. Confirmatory Sublease Agreement, dated as of June 30, 2008, but effective as of October 25, 2002, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-KS, LLC, a Delaware limited liability company, as subtenant, as amended.

37. Sublease Agreement, dated as of July 1, 2008, by and between Five Star Quality Care-NS Tenant, LLC, a Maryland limited liability company, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant.

38. Sublease Agreement, dated as of July 1, 2008, by and between Five Star Quality Care-NS Tenant, LLC, a Maryland limited liability company, as sublandlord, and Five Star Quality Care-NJ, LLC, a Maryland limited liability company, as subtenant.

39. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-VA, LLC, a Delaware limited liability company, as subtenant.

40. Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between FS Tenant Holding Company Trust, a Maryland business trust, as sublandlord and FS Tenant Pool I Trust, a Maryland business trust, as subtenant.

SCHEDULE 7.1(cc)

DEPOSIT ACCOUNT

Bank	Name	Purpose	Account #	Type
Corporate
Citizen	Five Star Quality Care, Inc.	Concentration	1135638907	Concentration	Primary Borrower Account
Wachovia	Five Star Quality Care, Inc.	Concentration	2000027339804	Depository	Sweeps to account no. 1135638907
Wachovia	Five Star Quality Care, Inc.	GVT Dep.	2000027399817	Depository	Primary Provider Account (sweeps to account no. 2000027339804)
Wachovia	Five Star Quality Care, Inc.	Non Wachovia Dep	2000027339820	Depository	Primary Borrower Account (sweeps to account no. 2000027339804)
Wachovia	Five Star Quality Care, Inc.	Wachovia Dep	2003207613318	Depository	Primary Borrower Account (local collections) (sweeps to account no. 2000027339804)
First National	Five Star Quality Care, Inc.	Westgate Gift Shop Deposits	11300003	Deposits	Sweeps to account no. 2000027339820
Wachovia	Five Star Quality Care, Inc.	Ellicott City Gift Shop Deposits	2000028302746	Depository	Sweeps to account no. 2003207613318
Wachovia	Five Star Quality Care, Inc.	Wachovia Dep	2000049281642	Depository	For payments from Affected Properties only

Government Lockboxes:
None

Government Lockbox Accounts:
None

Disbursement Accounts:
Citizen	Five Star Quality Care, Inc.	Garnishments/PR Taxes Disb.	1108201552	Disbursement
Citizen	Five Star Quality Care, Inc.	Accounts Payable	1135638702	Disbursement
Citizen	Five Star Quality Care, Inc.	Payroll-Facility	1135638699	Disbursement
Citizen	Five Star Quality Care, Inc.	Payroll-Corporate	1135638680	Disbursement
Wachovia	Five Star Quality Care, Inc.	Wachovia Dep		Disbursement	Master Tenant’s Account (disbursement account for Fannie Mae Lease Agreement lease payments)

Accounts Being Closed:

Monroe Bank	Five Star Quality Care, Inc.	Meadowood	4296251	Checking
Monroe Bank	Five Star Quality Care, Inc.	Meadowood	4297362	Reserved Money Market
Monroe Bank	Five Star Quality Care, Inc.	Meadowood	4247323	Depository
Monroe Bank	Five Star Quality Care, Inc.	Meadowood	4269202	Depository
JP Morgan Chase Bank	Five Star Quality Care, Inc.	Meadowood	000000714637675	Operating acct
Citizen	NER	Concentration	1309162708	Disbursement
Citizen	Braintree	Concentration	1309162767	Disbursement
Citizen	Heartland	Concentration	1305121179	Disbursement
Citizen	Royal Hills	Concentration	1137419110	Disbursement
Citizen	Southcoast	Concentration		Disbursement
Citizen	Braintree Rehab Hyannis	Concentration	1312293281
First National	Heartland LTC	Concentration	22633578	Deposits
JP Morgan	Virginia Rehab	Concentration	623471091	Deposits
JP Morgan	Brookfield Rehab	Concentration	623471109	Deposits
Wachovia	Wachovia Progress Pharmacy	Concentration	2000041007426	Deposits
Wachovia	Wachovia Progress Pharmacy	Concentration	2000031710325	Deposits

Restricted Cash
American International Companies	Somerford Corp	Somerford	4623	Cash Collarteral
The Private Bank	Sunrise (insurance)			Checking
Monroe Bank	Meadowood	Security Deposit	2094	Checking
Comerica	Park Lane	Security Deposit	1880409923	Checking
Citizen	Fountainview	Security Deposit	130619-002-6	Checking
Wachovia	Coral Oaks	Security Deposit	1090012742789	Checking
Citizen	Park Summit	Security Deposit	130619-001-8	Money Market
Citizen	Montevista	Security Deposit	131039-769-1	Money Market
Citizen	Montebello	Security Deposit	130619-004-2	Money Market
Citizen	Forwood Manor	Security Deposit	130844-883-7	Money Market
Citizen	Leisure Park	Security Deposit	131039-771-3	Money Market
Bradford Bank	Ellicott City	Security Deposit	6000129244	Money Market
Citizen	Aspenwood	Security Deposit	113381-539-9	Money Market

SCHEDULE 10.4(a)

LIENS IN EXISTENCE AS OF THE AGREEMENT DATE

41. Amended Master Lease Agreement dated January 11, 2002 between certain affiliates of Senior Housing Properties Trust, as landlord, and FS Tenant Holding Company Trust and FS Tenant Pool III Trust, as tenant, as amended by the First Amendment to Amended Master Lease Agreement dated October 1, 2002 and Second Amendment to Amended Master Lease Agreement dated March 1, 2004.

42. Second Amended and Restated Lease Agreement dated November 19, 2004 between certain affiliates of Senior Housing Properties Trust, as landlord, and Five Star Quality Care Trust, as tenant.

43. Master Lease Agreement dated as of April 1, 2002 between certain affiliates of Five Star Quality Care, Inc., as landlord, and Certain Other Affiliates of Five Star Quality Care, Inc., as tenant, as amended by a Partial Termination and Amendment of Lease dated as of September 30, 2003.

44. Lease Agreement dated November 19, 2004 between certain affiliates of Senior Housing Properties Trust, as landlord, and certain affiliates of Five Star Quality Care, Inc., as tenant (relating to 16 sites subject to GMAC/FNMA financing).

45. Lease Agreement dated November 19, 2004 between certain affiliates of Senior Housing Properties Trust and certain affiliates of Five Star Quality Care, Inc., as tenant (relating to 4 sites subject to GMAC/FNMA financing).

46. Master Lease dated as of November 19, 2004 between HCPI Trust, as landlord, and Morningside of South Carolina, L.P., as tenant.

47. Guaranty of Obligations dated as of November 19, 2004, by Five Star Quality Care, Inc. in favor of HCPI Trust.

48. Second Amended and Restated Pledge of Stock and Membership Interests Agreement dated as of May 6, 2005, by certain affiliates of Five Star Quality Care, Inc. for the benefit of certain affiliates of Senior Housing Properties Trust.

49. Amended and Restated Pledge of Shares of Beneficial Interest Agreement dated as of May 6, 2005, by FSQ, Inc. for the benefit of certain affiliates of Senior Housing Properties Trust.

50. Pledge of Shares of Beneficial Interest Agreement dated as of January 11, 2002, by FSQ, Inc. for the benefit of certain affiliates of Senior Housing Properties Trust.

51. Pledge of Membership Interests Agreement dated as of January 11, 2002 by FS Tenant Holding Company Trust for the benefit of certain affiliates of Senior Housing Properties Trust.

52. Security Agreement dated as of December 31, 2001, between Five Star Quality Care Trust and certain affiliates of Senior Housing Properties Trust, as amended and confirmed from time to time.

53. Security Agreement dated as of December 31, 2001, between certain affiliates of Five Star Quality Care, Inc. and certain affiliates of Senior Housing Properties Trust, as amended and confirmed from time to time.

54. Security Agreement dated as of January 11, 2002, between FS Tenant Holding Company Trust and certain affiliates of Senior Housing Properties Trust, as amended and confirmed from time to time.

55. Security Agreement dated as of January 11, 2002, between certain affiliates of Five Star Quality Care, Inc. and certain affiliates of Senior Housing Properties Trust, as amended and confirmed from time to time.

56. Security Agreement dated as of October 25, 2002 between Five Star Quality Care Trust (as successor by merger of FVE-CHS, LLC) and SNH CHS Properties Trust, as amended and confirmed from time to time.

57. Security Agreement dated as of October 25, 2002, between certain affiliates of Five Star Quality Care, Inc. and SNH CHS Properties Trust, as amended and confirmed from time to time.

58. Assignment and Security Agreement (FF&E Reserve) dated as of October 1, 2002, between FS Tenant Holding Company Trust, FS Tenant Pool III Trust and certain affiliates of Senior Housing Properties Trust, as amended and confirmed from time to time.

59. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Beaufort, LLC, Fannie Mae and Morningside of Beaufort, LLC.

60. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD — Bowling Green, LLC, Fannie Mae and Morningside of Bowling Green, LLC.

61. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Camden, LLC, Fannie Mae and Morningside of Camden, LLC.

62. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Cleveland, LLC, Fannie Mae and Morningside of Cleveland, LLC.

63. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Conyers, LLC, Fannie Mae and Morningside of Conyers, LLC.

64. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Cookeville, LLC, Fannie Mae and Morningside of Cookeville, LLC.

65. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Cullman, LLC, Fannie Mae and Morningside of Cullman, LLC.

66. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Gainesville, LLC, Fannie Mae and Morningside of Gainesville, LLC.

67. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Hartsville, LLC, Fannie Mae and Morningside of Hartsville, LLC.

68. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Lexington, LLC, Fannie Mae and Morningside of Lexington, LLC.

69. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Macon, LLC, Fannie Mae and Morningside of Macon, LLC.

70. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Madison, LLC, Fannie Mae and Morningside of Madison, LLC.

71. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Orangeburg, LLC, Fannie Mae and Morningside of Orangeburg, LLC.

72. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Paducah, LLC, Fannie Mae and Morningside of Paducah, LLC.

73. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Seneca, LLC, Fannie Mae and Morningside of Seneca, LLC.

74. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Sheffield, LLC, Fannie Mae and Morningside of Sheffield, LLC.

75. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Franklin, LLC, Fannie Mae and Morningside of Franklin, LLC.

76. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Hopkinsville, LLC, Fannie Mae and Morningside of Hopkinsville, LLC.

77. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Jackson, LLC, Fannie Mae and Morningside of Jackson, LLC.

78. Subordination, Assignment and Security Agreement, dated as of November 19, 2004, between MSD - Knoxville, LLC, Fannie Mae and Morningside of Knoxville, LLC.

79. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Beaufort, LLC and MSD - Beaufort, LLC, as debtors, and Fannie Mae, as secured party.

80. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Bowling Green, LLC and MSD — Bowling Green, LLC, as debtors, and Fannie Mae, as secured party.

81. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Camden, LLC and MSD - Camden, LLC, as debtors, and Fannie Mae, as secured party.

82. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Cleveland, LLC and MSD - Cleveland, LLC, as debtors, and Fannie Mae, as secured party.

83. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Conyers, LLC and MSD - Conyers, LLC, as debtors, and Fannie Mae, as secured party.

84. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Cookeville, LLC and MSD - Cookeville, LLC, as debtors, and Fannie Mae, as secured party.

85. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Cullman, LLC and MSD - Cullman, LLC, as debtors, and Fannie Mae, as secured party.

86. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Gainesville, LLC and MSD - Gainesville, LLC, as debtors, and Fannie Mae, as secured party.

87. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Hartsville, LLC and MSD - Hartsville, LLC, as debtors, and Fannie Mae, as secured party.

88. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Lexington, LLC and MSD - Lexington, LLC, as debtors, and Fannie Mae, as secured party.

89. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Macon, LLC and MSD - Macon, LLC, as debtors, and Fannie Mae, as secured party.

90. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Madison, LLC and MSD - Madison, LLC, as debtors, and Fannie Mae, as secured party.

91. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Orangeburg, LLC and MSD - Orangeburg, LLC, as debtors, and Fannie Mae, as secured party.

92. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Paducah, LLC and MSD - Paducah, LLC, as debtors, and Fannie Mae, as secured party.

93. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Seneca, LLC and MSD - Seneca, LLC, as debtors, and Fannie Mae, as secured party.

94. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Sheffield, LLC and MSD - Sheffield, LLC, as debtors, and Fannie Mae, as secured party.

95. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Franklin, LLC and MSD - Franklin, LLC, as debtors, and Fannie Mae, as secured party.

96. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Hopkinsville, LLC and MSD - Hopkinsville, LLC, as debtors, and Fannie Mae, as secured party.

97. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Jackson, LLC and MSD - Jackson, LLC, as debtors, and Fannie Mae, as secured party.

98. UCC Financing Statements, dated as of November 19, 2004, listing Morningside of Knoxville, LLC and MSD - Knoxville, LLC, as debtors, and Fannie Mae, as secured party.

99. UCC Financing Statement, dated as of February 4, 2004, listing FS Tenant Pool I Trust, as debtor, and certain subsidiaries of Senior Housing Properties Trust, as secured parties.

100. UCC Financing Statement, dated as of February 4, 2004, listing FS Tenant Pool II Trust, as debtor, and certain subsidiaries of Senior Housing Properties Trust, as secured parties.

101. UCC Financing Statement, dated as of February 4, 2004, listing FS Tenant Pool III Trust, as debtor, and certain subsidiaries of Senior Housing Properties Trust, as secured parties.

102. UCC Financing Statement, dated as of February 4, 2004, listing FS Tenant Pool IV Trust, as debtor, and certain subsidiaries of Senior Housing Properties Trust, as secured parties.

103. Mortgage, dated as of September 26, 2001, made by Morningside of Fayette, L.P. for the benefit of Berkshire Mortgage Finance Bethesda Limited Partnership.

104. Security Agreement, dated as of September 26, 2001, by and between Morningside of Fayette, L.P. and Berkshire Mortgage Finance Bethesda Limited Partnership.

105. Regulatory Agreement for Multifamily Housing Projects, dated as of September , 2001, between Morningside of Fayette, L.P. and Secretary of Housing and Urban Development, recorded with the Fayette County Registry in Book 2001, Page 4510.

106. UCC Financing Statements, listing Morningside of Fayette, L.P. as the debtor and Berkshire Mortgage Finance Bethesda Limited Partnership as the secured party.

107. Deed of Trust, dated as of May 24, 2001, made by Morningside Holdings of Greensboro, LLC (successor in interest of Concord Assisted Living Retirement Community, L.L.C.) to James M. Tanner, Jr., Trustee for the benefit of Highland Mortgage Company, recorded with the Cabarrus County Registry of Deeds in Book 3261, Page 132.

108. Regulatory Agreement, dated as of May 24, 2001, between Morningside Holdings of Greensboro, LLC (successor in interest of Concord Assisted Living Retirement Community, L.L.C.) and Secretary of Housing and Urban Development, recorded with the Cabarrus County Registry of Deeds in Book 3261, Page 139.

109. Regulatory Agreement, dated as of , 2002, by and between Morningside of Greensboro, LLC and Secretary of Housing and Urban Development, recorded with the Cabarrus County Registry of Deeds in Book 4060, Page 93.

110. Security Agreement, dated as of October 1, 2002, by and among Morningside of Greensboro, LLC, Highland Mortgage Company and Secretary of Housing and Urban Development.

111. Deed of Trust and Assignment of Rents, Profits and Income, dated as of January 16, 1998, made by Morningside Holdings of Gastonia, LLC (successor in interest of Gastonia Assisted Living Retirement Community, Inc.) to James M. Tanner, Jr., Trustee for the benefit of Reilly Mortgage Group, Inc. (successor in interest of Highland Mortgage Company), recorded with the Gaston County Registry of Deeds in Book 2744, Page 634, as assigned by assignment recorded with said Deeds on March 15, 2001 in Book 3205, Page 799.

112. Regulatory Agreement for Multifamily Housing Projects, dated as of January 16, 1998, between Morningside Holdings of Gastonia, LLC (successor in interest of Gastonia Assisted Living Retirement Community, Inc.) and Secretary of Housing and Urban Development, recorded with the Gaston County Registry of Deeds in Book 2744, Page 642.

113. Security Agreement, dated as of January 16, 1998, made by Morningside Holdings of Gastonia, LLC (successor in interest of Gastonia Assisted Living Retirement Community, Inc.) for the benefit of Reilly Mortgage Group, Inc. (successor in interest of Highland Mortgage Company).

114. Regulatory Agreement Nursing Homes, dated as of , 2002, by and between Morningside of Gastonia, LLC and Secretary of Housing and Urban Development, recorded with the Gaston County Registry of Deeds in Book 3547, Page 75.

115. Security Agreement, dated as of October 1, 2002, by and among Morningside of Gastonia, LLC, Reilly Mortgage Group, Inc. and Secretary of Housing and Urban Development.

116. Deed of Trust, dated as of May 24, 2001, made by Morningside Holdings of Greensboro, LLC (successor in interest of Greensboro Assisted Retirement Community, L.L.C.) to James M. Tanner, Jr., trustee for the benefit of Highland Mortgage Company, recorded with the Guilford County Registry of Deeds in Book 5234, Page 611.

117. Regulatory Agreement, dated as of May 21, 2001, between the Morningside Holdings of Greensboro, LLC (successor in interest of Greensboro Assisted Retirement Community, L.L.C.) and Secretary of Housing and Urban Development, recorded with the Guilford County Registry of Deeds in Book 5234, Page 619.

118. Regulatory Agreement, dated as of , 2002, by and between Morningside of Greensboro, LLC and Secretary of Housing and Urban Development, recorded with the Guilford County Registry of Deeds in Book 5630, Page 239.

119. Security Agreement, dated as of October 1, 2002, by and among Morningside of Greensboro, LLC, Highland Mortgage Company and Secretary of Housing and Urban Development.

120. Deed of Trust and Assignment of Rents, Profits and Income (Multifamily), dated as of September 1, 1995, made by Morningside Holdings of Raleigh, LLC (successor in interest of Manorhouse Associates of Raleigh, L.P.) to James N. Tanner, Jr., Trustee for the benefit of Reilly Mortgage Group, Inc. (successor in interest of Highland Mortgage Company), recorded with the Wake County Registry of Deeds in Book 6658, Page 556, as assigned by assignment recorded with said Deeds on March 1, 2001 in Book 8825, Page 2239.

121. Regulatory Agreement, dated as of September 1, 1995, between Morningside Holdings of Raleigh, LLC (successor in interest of Manorhouse Associates of Raleigh, L.P.) and Secretary of Housing and Urban Development, recorded with the Wake County Registry of Deeds in Book 6658, Page 564.

122. Regulatory Agreement Nursing Homes, dated as of , 2002, by and between Morningside of Raleigh, LLC and Secretary of Housing and Urban Development, recorded with the Wake County Registry of Deeds in Book 9642, Page 1525.

123. Security Agreement, dated as of October 1, 2002, by and among Morningside of Raleigh, LLC, Reilly Mortgage Group, Inc. and Secretary of Housing and Urban Development.

124. Deed of Trust and Assignment of Rents, Profits and Income (Multifamily), dated as of June 21, 2000, made by Morningside Holdings of Raleigh, LLC (successor in interest of Manorhouse Associates of Raleigh, L.P.) to James N. Tanner, Jr., Trustee for the benefit of Highland Mortgage Company, recorded with the Wake County Registry of Deeds in Book 8620, Page 2490.

125. Regulatory Agreement, dated as of June 21, 2000, between Morningside Holdings of Raleigh, LLC (successor in interest of Manorhouse Associates of Raleigh, L.P.) and Secretary of Housing and Urban Development, recorded with the Wake County Registry of Deeds in Book 8620, Page 2500.

126. Security Agreement, dated as of June 21, 2000, made by Morningside Holdings of Raleigh, LLC (successor in interest of Manorhouse Associates of Raleigh, L.P.) for the benefit of Highland Mortgage Company and Secretary of Housing and Urban Development.

127. Regulatory Agreement Nursing Homes, dated as of , 2002, by and between Morningside of Raleigh, LLC and Secretary of Housing and Urban Development, recorded with the Wake County Registry of Deeds in Book 9642, Page 1525.

128. Security Agreement, dated as of October 1, 2002, by and among Morningside of Raleigh, LLC, Highland Mortgage Company and Secretary of Housing and Urban Development.

129. Deed of Trust, dated as of March 7, 1997, made by Morningside of Paris, L.P. for the benefit of Robert W. Fidler, Trustee and Mellon Mortgage Company, and recorded with the Henry County Registry in Book 284, Page 904.

130. Regulatory Agreement for Multifamily Housing Projects, dated as of March 7, 1997, between Morningside of Paris, L.P. and Secretary of Housing and Urban Development, recorded with the Henry County Registry in Book 284, Page 911.

131. Security Agreement, dated as of March 7, 1997, between Morningside of Paris, L.P. and Mellon Mortgage Company.

132. Second Deed of Trust, dated as of January 27, 2000, made by Morningside of Paris, L.P. for the benefit of Robert W. Fidler, Trustee and Patrician Financial Company Limited Partnership, and recorded with the Henry County Registry in Book 13, Page 706.

133. Regulatory Agreement for Multifamily Housing Projects, dated as of January 27, 2000, between Morningside of Paris, L.P. and Secretary of Housing and Urban Development, recorded with the Henry County Registry in Book 13, Page 713.

134. Security Agreement, dated as of January 27, 2000, between Morningside of Paris, L.P. and Patrician Financial Company Limited Partnership.

135. Deed of Trust, dated as of November 14, 1997, made by Morningside Holdings of Williamsburg, LLC (successor in interest of Williamsburg Assisted Living Retirement Community, Inc.) to Ronald E. Sweeney for the benefit of Highland Mortgage Company, recorded with the Clerk’s Office of the Circuit Court of James City County, Virginia, as Instrument No. 97018430.

136. Regulatory Agreement, dated as of November 18, 1997, between Morningside Holdings of Williamsburg, LLC (successor in interest of Williamsburg Assisted Living Retirement Community, Inc.) and Secretary of Housing and Urban Development, recorded with the Clerk’s Office of the Circuit Court of James City County, Virginia, as Instrument No. 97018431.

137. Regulatory Agreement, dated as of , 2002, by and between Morningside of Williamsburg, LLC and Secretary of Housing and Urban Development.

138. Security Agreement, dated as of October 1, 2002, by and among Morningside of Williamsburg, LLC, Highland Mortgage Company and Secretary of Housing and Urban Development.

139. Mortgage, dated as of April 19, 2004, by Five Star Quality Care-Howell, LLC for the benefit of Love Funding Corporation.

140. Regulatory Agreement, dated as of April 19, 2004, between Five Star Quality Care-Howell, LLC and Secretary of Housing and Urban Development.

141. Security Agreement, dated as of April 19, 2004, among Five Star Quality Care-Howell, LLC, Secretary of Housing and Urban Development and Love Funding Corporation.

142. UCC Financing Statements, naming Five Star Quality Care-Howell, LLC as debtor and Secretary of Housing and Urban Development and Love Funding Corporation as secured parties.

143. Regulatory Agreement (Nursing Homes), dated as of April 19, 2004, between Five Star Quality Care-MI, LLC and Secretary of Housing and Urban Development.

144. Security Agreement, dated as of April 19, 2004, between Five Star Quality Care-MI, LLC and Love Funding Corporation.

145. UCC Financing Statements, naming Five Star Quality Care-MI, LLC as debtor and Love Funding Corporation as secured party.

146. Assignment of Nursing Home License, dated as of April 19, 2004, between Five Star Quality Care-MI, LLC and Love Funding Corporation.

EXHIBIT A-1

FORM OF AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF LEASE (LEASE NO. 1)

EXHIBIT A-2

FORM OF RELEASE AND CONSENT (LEASE NO. 1)

EXHIBIT B-1

FORM OF AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF LEASE (LEASE NO. 2)

EXHIBIT B-2

FORM OF RELEASE AND CONSENT (LEASE NO. 2)

EXHIBIT C-1

FORM OF COLLATERAL ASSIGNMENT OF LEASE (LEASE NO. 3)

EXHIBIT C-2

FORM OF RELEASE AND CONSENT (LEASE NO. 3)

EXHIBIT D

NEW GUARANTORS

Annapolis Heritage Partners, LLC

Columbia Heritage Partners, LLC

Encinitas Heritage Partners, LLC

Five Star Quality Care - GHV, LLC

Five Star Quality Care - IL, LLC

Five Star Quality Care - IN, LLC

Five Star Quality Care - MN, LLC

Five Star Quality Care - MS, LLC

Five Star Quality Care - NJ, LLC

Five Star Quality Care - NS Operator, LLC

Five Star Quality Care — NS Owner, LLC

Five Star Quality Care — NS Tenant, LLC

Five Star Quality Care — OBX Operator, LLC

Five Star Quality Care — OBX Owner, LLC

Five Star Quality Care - TX, LLC

Frederick Heritage Partners, LLC

Fresno Heritage Partners, a California Limited Partnership

FS Commonwealth LLC

FS Patriot LLC

FSQC-AL, LLC

FSQ Pharmacy Holdings LLC

Hagerstown Heritage Partners, LLC

Morningside of Concord, LLC

Morningside of Fayette, L.P.

Morningside of Gastonia, LLC

Morningside of Paris, L.P.

Morningside of Greensboro, LLC

Morningside of Raleigh, LLC

Morningside of Williamsburg, LLC

Newark Heritage Partners I, LLC

Newark Heritage Partners II, LLC

Redlands Heritage Partners, LLC

Roseville Heritage Partners, a California Limited Partnership

Stockton Heritage Partners, LLC

Certain Schedules and Exhibits to this agreement have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement ” ) made August 4, 2009, between Five Star Quality Care, Inc. (the “Company”) and Senior Housing Properties Trust (the “Shareholder”).

RECITAL

Pursuant to the terms of that certain Lease Realignment Agreement, dated August 4, 2009 (the “Realignment Agreement”), among the Company, the Shareholder and certain of their respective subsidiaries, the Company has sold and the Shareholder has acquired and holds as of the date hereof 3,200,000 shares of the Company’s common shares, $0.01 par value (the “Shares”).

The Company has agreed to enter into this Agreement to provide the Shareholder with certain rights relating to the registration of the Shares.

Now, therefore, the parties agree as follows:

1. DEFINITIONS. Except as otherwise noted, for all purposes of this Agreement, the following terms shall have the respective meanings set forth in this Agreement, which meanings shall apply equally to the singular and plural forms of the terms so defined and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole. The following capitalized terms used herein have the following meanings:

“ AAA ” is defined in Section 6.10(a).

“Agreement ” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“ Award ” is defined in Section 6.10(e).

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in the City of Boston are required, permitted or authorized, by applicable law or executive order, to be closed for regular banking business.

“ Commission ” means the United States Securities and Exchange Commission, or such successor federal agency or agencies as may be established in lieu thereof.

“ Company ” is defined in the preamble to this Agreement.

“ Company Indemnified Party ” is defined in Section 4.2.

“ Demand Registration ” is defined in Section 2.1.1.

“ Disputes ” is defined in Section 6.10(a).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“ Maximum Number of Shares ” is defined in Section 2.1.3.

“ Notices ” is defined in Section 6.2.

“ Piggy-Back Registration ” is defined in Section 2.2.1.

“ Prospectus ” means a prospectus relating to a Registration Statement, as amended or supplemented, including all materials incorporated by reference in such Prospectus.

“ r egister , ” “ registered ” and “ registration ” refer to a registration effected by preparing and filing a registration statement or similar document under the Securities Act and such registration statement becoming effective.

“ Registration Statement ” means any registration statement filed by the Company with the Commission in compliance with the Securities Act for a public offering and sale of Shares (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity), as amended or supplemented, including all materials incorporated by reference in such Registration Statement.

“ Restricted Shares ” mean all of the Shares held of record by the Shareholder or held of record by its permitted transferees from time to time in accordance with Section 6.1 (together with any shares issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization); provided , that such Shares shall cease to be Restricted Shares hereunder, as of any date, when: (a) a Registration Statement with respect to the sale of such Restricted Shares shall have become effective under the Securities Act (as defined below) and such Restricted Shares shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement as of such date; (b) such Restricted Shares shall have been otherwise transferred pursuant to Rule 144 under the Securities Act (or any similar provisions thereunder, but not Rule 144A), and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act, in each case, as of such date; (c) such Restricted Shares are saleable immediately in their entirety without condition or limitation pursuant to Rule 144 under the Securities Act; or (d) such Restricted Shares shall have ceased to be outstanding as of such date.

“ Rules ” is defined in Section 6.10(a).

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“ Shareholder ” is defined in the preamble to this Agreement.

“ Shareholder Indemnified Party ” is defined in Section 4.1.

“ Shares ” is defined in the recitals of this Agreement.

“ Underwriter ” means a securities dealer who purchases any Restricted Shares as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2. REGISTRATION RIGHTS.

2.1 Demand Registration.

2.1.1 General Request for Registration . At any time from and after the date of this Agreement, the Shareholder may make a written demand for registration under the Securities Act of all or part of the Restricted Shares (a “Demand Registration ” ). Any such written demand for a Demand Registration shall specify the number of Restricted Shares proposed to be sold and the intended method(s) of distribution thereof and, unless otherwise agreed by the Shareholder, shall be for the Shareholder’s exclusive benefit.

2.1.2 Underwritten Offering . If the Shareholder so elects and so advises the Company as part of its written demand for a Demand Registration, the offering of such Restricted Shares pursuant to such Demand Registration shall be in the form of an underwritten offering. In such case, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the Shareholder (which Underwriter or Underwriters shall be reasonably acceptable to the Company), complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement.

2.1.3 Reduction of Offering . If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Shareholder that the dollar amount or number of Restricted Shares which the Shareholder desires to sell taken together with all other shares or other securities which the Shareholder has agreed may be included in such offering, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of shares or other securities, as applicable, the “Maximum Number of Shares ”) , then the Company shall include in such registration: (i) first, the Restricted Shares which the Shareholder has requested be included in the Demand Registration; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Shares or other securities for the account of other security holders of the Company that can be sold without exceeding the Maximum Number of Shares.

2.1.4 Withdrawal . In the case of a Demand Registration, if the Shareholder disapproves of the terms of any underwriting or is not entitled to include all of its Restricted Shares in any offering, the Shareholder may elect to withdraw such offering by giving

written notice to the Company and the Underwriter or Underwriters of its request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. In such event, the Company need not seek effectiveness of such Registration Statement. If the Shareholder’s withdrawal is based on (i) a material adverse change in circumstances with respect to the Company and not known to the Shareholder at the time the Shareholder makes its written demand for such Demand Registration, (ii) the Company’s failure to comply with its obligations under this Agreement or (iii) a reduction pursuant to Section 2.1.3 of 10% or more of the number of Restricted Shares which the Shareholder has requested be included in the Demand Registration, such registration shall not count as a Demand Registration for purposes of Section 3.1.1(b) or (e). If the Shareholder’s withdrawal is based on the Company’s failure to comply with its obligations under this Agreement, the Company shall pay or reimburse all expenses otherwise payable or reimbursable by the Shareholder in connection with such Demand Registration pursuant to Section 3.2 and such registration shall not count as a Demand Registration for purposes of Section 3.1.1(b) or (e).

2.2 Piggy-Back Registration.

2.2.1 Piggy-Back Rights . If, at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder of the Company for such shareholder’s account, other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form), then the Company shall (x) give written notice of such proposed filing to the Shareholder as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering and (y) offer to the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares as the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration ” ). The Company shall cause such Restricted Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares requested to be included in the Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares in accordance with the intended method(s) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customary.

2.2.2 Reduction of Offering . If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Restricted Shares that the dollar amount or number of Shares or other securities which the Company desire to sell, taken together with Shares or other securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the Shareholder, the Restricted Shares as to which registration has been requested under this Section 2.2, and the Shares or other securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(a) If the registration is undertaken for the Company’s account: (i) first, the shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares or other securities, if any, including the Restricted Shares, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders ( pro rata in accordance with the number of Shares or other securities which each such person has actually requested to be included in such registration, regardless of the number of shares or other securities with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and

(b) If the registration is a “demand” registration undertaken at the demand of persons, other than the Shareholder, pursuant to written contractual arrangements with such persons, (i) first, the Shares or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares or other securities, if any, including the Restricted Shares, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other security holders desire to sell ( pro rata in accordance with the number of Shares or other securities which each such person has actually requested to be included in such registration, regardless of the number of shares or other securities with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares.

2.2.3 Withdrawal . The Shareholder may elect to withdraw its request for inclusion of Restricted Shares in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company may also elect to withdraw a registration at any time prior to the effectiveness of the Registration Statement. If the Shareholder’s withdrawal is based on (i) the Company’s failure to comply with its obligations under this Agreement or (ii) a reduction pursuant to Section 2.2.2 of 20% or more of the number of Restricted Shares which the Shareholder has requested be included in the Piggy-Back Registration, the Company shall pay or reimburse all expenses

otherwise payable or reimbursable by the Shareholder in connection with such Piggy-Back Registration pursuant to Section 3.2.

3. REGISTRATION PROCEDURES.

3.1 Filings; Information . Whenever the Company is required to effect the registration of any Restricted Shares pursuant to Section 2, the Company shall use commercially reasonable efforts to effect the registration and sale of such Restricted Shares in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request.

3.1.1 Filing Registration Statement . The Company shall, as expeditiously as possible and in any event within thirty (30) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Restricted Shares to be registered thereunder in accordance with Section 2.1.2 and the intended method(s) of distribution thereof, and shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.3; provided , however , that:

(a) the Company shall have the right to defer any Demand Registration for periods of up to thirty (30) days, and any Piggy-Back Registration for such period(s) as may be applicable to deferment of any demand registration to which such Peggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its Shareholder for such Registration Statement to be effected at such time (including without limitation because the Company is then engaged in a material transaction or has an undisclosed material corporate development, in either case, which would be required to be disclosed in the Registration Statement); provided , further , however , that the Company shall not have the right to exercise the right set forth in this clause (a) for more than one hundred and twenty (120) days in any 365-day period in respect of a Demand Registration (including in such 120 days, any deferral under subsection (d) of this Section 3.1.1 if the Registration Statement was not timely filed thereunder);

(b) the Company shall not be obligated to effect any registration of Restricted Shares upon receipt of a written demand for a Demand Registration if the Company has already completed four (4) Demand Registrations;

(c) the Company shall not be obligated to effect any registration of Restricted Shares upon receipt of a written demand for a Demand Registration in the event that the number of Restricted Shares proposed to be included in the Demand Registration represents less than one-quarter (1/4) of the Shares issued to the Shareholder pursuant to the Realignment Agreement or if less, all the Shares then held by the Shareholder;

(d) the Company shall not then be obligated to effect any registration of Restricted Shares upon receipt of a written demand for a Demand Registration if the Company shall furnish to the Shareholder a certificate signed by the Chief Executive Officer of the Company stating that within ninety (90) days of receipt of the written demand for a Demand Registration, the Company shall file a Registration Statement and offer to the Shareholder the opportunity to register Restricted Shares thereunder in accordance with Section 2.2;

(e) the Company shall not be obligated to effect any registration of Restricted Shares upon receipt of a written demand for a Demand Registration if the Company has, within the six (6) month period preceding the date of the written demand for a Demand Registration already effected one Demand Registration for the Shareholder pursuant to Section 2.1; and

(f) the Company shall not be obligated to effect any registration of Restricted Shares to the extent the Company’s disposition of Restricted Shares pursuant to such registration would constitute a breach of or default under the Realignment Agreement.

3.1.2 Copies . If the Shareholder has included Restricted Shares in a registration, the Company shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish to the Shareholder and its counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Shareholder or counsel for any the Shareholder may reasonably request in order to facilitate the disposition of the Restricted Shares included in such registration.

3.1.3 Amendments and Supplements . The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Restricted Shares, and all other securities covered by such Registration Statement, have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days, plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court ) or such securities have been withdrawn.

3.1.4 Notification . If the Shareholder has included Restricted Shares in a registration, after the filing of the Registration Statement, the Company shall promptly, and in no event more than two (2) Business Days after such filing, notify the Shareholder of such filing, and shall further notify the Shareholder promptly and confirm such notification in writing in all events within two (2) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall use reasonable best efforts to prevent the

entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the Shareholder any such supplement or amendment; except that before filing with the Commission a Registration Statement or Prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the Shareholder and to its counsel, copies of all such documents proposed to be filed sufficiently in advance of filing to provide the Shareholder and its counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated by reference, to which the Shareholder or its counsel shall reasonably object.

3.1.5 State Securities Laws Compliance . If the Shareholder has included Restricted Shares in a registration the Company shall use commercially reasonable efforts to (i) register or qualify the Restricted Shares covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Shareholder (in light of the intended plan of distribution) may request and (ii) take such action necessary to cause such Restricted Shares covered by the Registration Statement to be registered with or approved by such other federal or state authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Shareholder to consummate the disposition of such Restricted Shares in such jurisdictions; provided , however , that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1.5 or subject itself to taxation in any such jurisdiction.

3.1.6 Agreements for Disposition . The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and use commercially reasonable efforts to take such other actions as are required in order to expedite or facilitate the disposition of Restricted Shares. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Shareholder. For the avoidance of doubt, the Shareholder may not require the Company to accept terms, conditions or provisions in any such agreement which the Company determines are not reasonably acceptable to the Company, notwithstanding any agreement to the contrary herein. The Shareholder shall not be required to make any representations or warranties in the underwriting agreement except as reasonably requested by the Company and, if applicable, with respect to the Shareholder’s organization, good standing, authority, title to Restricted Shares, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to the Shareholder that the Shareholder has furnished in writing expressly for inclusion in such Registration Statement. The Shareholder, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are reasonable and customarily contained in agreements of that type.

3.1.7 Cooperation . The Company and all officers and members of the management of the Company, shall reasonably cooperate in any offering of Restricted Shares under this Agreement, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors. The Shareholder shall reasonably cooperate in the preparation of the registration statement and other documents relating to any offering in which it includes securities pursuant to this Section 3. The Shareholder shall also furnish to the Company such information regarding itself, the Restricted Shares held by it, and the intended method(s) of disposition of such securities as shall be reasonably required to effect the registration of the Restricted Shares.

3.1.8 Records . Upon reasonable notice and during normal business hours, subject to the Company receiving any customary confidentiality undertakings or agreements, the Company shall make available for inspection by the Shareholder, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by the Shareholder or any Underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility, and shall cause the Company’s officers, directors and employees to supply all information reasonably requested by the Shareholder in connection with such Registration Statement.

3.1.9 Opinions and Comfort Letters . The Company shall use commercially reasonable efforts to furnish to the Shareholder signed counterparts, addressed to the Shareholder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’ independent public accountants delivered to any Underwriter; provided , however , that counsel to the Underwriter shall have exclusive authority to negotiate the terms thereof. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to the Shareholder, at any time that the Shareholder elects to use a Prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such Prospectus has been declared effective, that no stop order is in effect, and such other matters as the Shareholder may reasonably request as would customarily have been addressed in an opinion of counsel to the Company delivered to an Underwriter.

3.1.10 Earnings Statement . The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make generally available to its shareholders, as soon as practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company will be deemed to have complied with this Section 3.1.10 if the earnings statement satisfies the provisions of Rule 158 under the Securities Act.

3.1.11 Listing . The Company shall use commercially reasonable efforts to cause all Restricted Shares included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar shares of the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the Shareholder.

3.2 Registration Expenses . Except to the extent expressly provided by Section 2.1.4 or 2.2.3 or in connection with a Piggy-Back Registration relating to a registration by the Company on its own initiative (and not as a result of any other person’s or entity’s right to cause the Company to file, cause and effect a registration of Company securities) and for the Company’s own account (in which case the Company will pay all customary costs and expenses of registration) , the Shareholder shall pay or promptly reimburse the Company for (a) all customary costs and expenses incurred in connection with any Demand Registration effected pursuant to Section 2.1 and (b) if a Piggy-Back Registration , and to the extent other shareholders participating in such offering are required to pay costs and expenses in such Piggy-Back Registration, a pro rata share (in proportion to the amount of shares the Shareholder is selling, after giving effect to any reduction pursuant to Section 2.1.3, in such Piggy-Back Registration relative to all other shares included therein) of all customary costs and expenses incurred in connection with any Piggy-Back Registration effected pursuant to Section 2.2, in each case whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Restricted Shares); (iii) printing expenses; (iv) fees imposed by the Financial Industry Regulatory Authority, Inc.; (v) fees and disbursements of counsel for the Company and fees and expenses for independent registered public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); and (vi) the fees and expenses of counsel selected by the Shareholder in a Demand Registration or if it participates in a Piggy-Back Registration, counsel selected by and solely representing the Shareholder unless the Shareholder and any other shareholder agree that such counsel shall represent them jointly, in which case the Company shall have no obligation to pay for any such fees or expenses of such counsel. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Restricted Shares being sold by the Shareholder, which underwriting discounts or selling commissions shall be borne solely by the Shareholder. Additionally, in an underwritten offering, the Shareholder and the Company shall bear the expenses of the Underwriter or Underwriters pro rata in proportion to the respective amount of shares each is selling in such offering. For the avoidance of doubt, the Shareholder shall have no obligation to pay, and the Company shall bear, all internal expenses of the Company (including, without limitation, all fees, salaries and expenses of its officers, employees and management) incurred in connection with performing or complying with the Company’s obligations under this Agreement.

3.3 Information . The Shareholder shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Restricted Shares under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws.

3.4 Shareholder Obligations . The Shareholder may not participate in any underwritten offering pursuant to Section 2 unless such holder (i) agrees to only sell Restricted Shares on the basis reasonably provided in any underwriting agreement, and (ii) completes, executes and delivers any and all questionnaires, lock-up agreements, powers of attorney,

custody agreements, indemnities, underwriting agreements and other documents reasonably or customarily required by or under the terms of any underwriting agreement or as reasonably requested by the Company.

4. INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by the Company . The Company agrees to indemnify and hold harmless the Shareholder and its officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls the Shareholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Shareholder Indemnified Party”) from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of Restricted Shares was registered under the Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such expense, loss, judgment, claim, damage or liability arises out of or is based upon (a) any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary Prospectus, final Prospectus or summary Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder expressly for use therein, or (b) the use of any Registration Statement, any preliminary Prospectus, final Prospectus or summary Prospectus during a period when the Shareholder has been notified that a stop order has been issued in respect thereof or any proceeding for that purpose has been initiated, or the use of any Registration Statement, any preliminary Prospectus, final Prospectus or summary Prospectus has been suspended by the Company pursuant to the terms of this Agreement. The foregoing indemnity shall not inure to the benefit of any Shareholder Indemnified Party from whom the person asserting losses, claims, damages or liabilities purchased Restricted Shares, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Shareholder Indemnified Party to such person, if required by law so to have been delivered at or prior to the written confirmation of the sale of Restricted Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 3.1.3.

4.2 Indemnification by the Shareholder . The Shareholder will, with respect to any Registration Statement where Restricted Shares were registered under the Securities Act, indemnify and hold harmless the Company, each of the Company’s directors and officers, and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Company Indemnified Party”), against any expenses, losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such expenses, losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Restricted Shares was registered under the Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in such Registration Statement, or any amendment or

supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder expressly for use therein. The Shareholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by the Shareholder.

4.3 Notification of Indemnification . Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action (including any action by a governmental authority), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 4, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses of one such counsel to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 4, but the omission so to deliver written notice to the indemnifying party shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.

5. UNDERWRITING AND DISTRIBUTION.

5.1 Rule 144 . The Company covenants that it shall file all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the Shareholder may reasonably request, all to the extent required from time to time to enable the Shareholder to sell Restricted Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, or any similar provision thereto, but not Rule 144A.

6. MISCELLANEOUS.

6.1 Assignment; No Third Party Beneficiaries . This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part and shall be binding on its successors. Subject to the Realignment Agreement, this Agreement and the rights, duties and obligations of the Shareholder hereunder may be assigned, transferred or delegated by the Shareholder, in whole or in part, in conjunction with and to the extent of any permitted transfer of Restricted Shares to an affiliate of the Shareholder in accordance with applicable law , which affiliate agrees in writing to be subject to and bound by all duties and obligations set forth in this Agreement, whereupon any such assignee, transferee or delegatee would have all rights, duties and obligations hereunder in addition to the Shareholder to the extent that the Shareholder continues to own Restricted Shares. Subject to the Realignment Agreement, this Agreement and the

rights, duties and obligations of the Shareholder hereunder may be assigned, transferred or delegated by the Shareholder, in whole or in part, in conjunction with and to the extent of any permitted transfer of one-quarter (1/4) or more of the Shares issued to the Shareholder under the Realignment Agreement or if less, all the Restricted Shares then held by the Shareholder to a person or entity that is not an affiliate of the Shareholder in accordance with applicable law and which person or entity agrees in writing to be subject to and bound by all duties and obligations set forth in this Agreement, whereupon any such assignee, transferee or delegatee would have all rights, duties and obligations hereunder; provided , however , that the rights, duties and obligations hereunder assigned, transferred or delegated to a person that is not an affiliate of the Shareholder may not be further assigned, transferred or delegated by such person. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.1.

6.2 Notices . All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice provided in accordance with this Section 6.2. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by facsimile; provided , that if such service or transmission is not on a Business Day or is after normal business hours, then such notice shall be deemed given on the next Business Day. Notice otherwise sent as provided herein shall be deemed given on the next Business Day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

	Five Star Quality Care, Inc.
	400 Centre Street
	Newton, Massachusetts 02458
	Attn: Bruce Mackey, President
	Facsimile: (617) 658-1751

with a copy (which shall not constitute notice) to:

	Skadden, Arps, Slate Meagher & Flom LLP
	One Beacon Street
	Boston, Massachusetts 02108
	Attn.: Louis Goodman
	Facsimile: (617) 573-4822

To the Shareholder:

	Senior Housing Properties Trust
	400 Centre Street

	Newton, Massachusetts 02458
	Attn: David Hegarty, President
	Facsimile: (617) 796-8349

with a copy (which shall not constitute notice) to:

	Sullivan & Worcester LLP
	One Post Office Square
	Boston, Massachusetts 02109
	Attn: Richard Teller
	Facsimile: (617) 338-2880

6.3 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, if any term or provision hereof shall be deemed to be invalid or unenforceable, the parties hereto shall mutually agree upon an amendment to this Agreement to include a term or provision as similar in purpose to such invalid or unenforceable term or provision as may be reasonably possible and which term or provision is valid and enforceable.

6.4 Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and both of which taken together shall constitute one and the same instrument.

6.5 Entire Agreement . This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

6.6 Modifications and Amendments . No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.

6.7 Titles and Headings . Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.8 Waivers and Extensions . Any party entitled to benefits under this Agreement may waive any right, breach or default which such party has the right to waive; provided , that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of

any other obligations or acts.

6.9 Remedies Cumulative . If the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Shareholder may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.10 Arbitration .

(a) Any disputes, claims or controversies between the Shareholder and the Company (i) arising out of or relating to this Agreement or the transactions contemplated hereby, or (ii) brought by or on behalf of any shareholder of either the Shareholder or the Company (which, for purposes of this Section 6.10, shall mean any shareholder of record or any beneficial owner of shares of either the Shareholder or the Company, or any former shareholder of record or beneficial owner of shares of either the Shareholder or the Company), either on its own behalf, on behalf of either the Shareholder or the Company or on behalf of any series or class of shares of either the Shareholder or the Company or shareholders of either the Shareholder or the Company against either the Shareholder or the Company or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of either the Shareholder or the Company, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, the declaration of trust or the bylaws of the Shareholder or the charter or bylaws of the Company (all of which are referred to as “Disputes”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as modified herein. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, managers or officers of either the Shareholder or the Company and class actions by a shareholder of either the Shareholder or the Company against those individuals or entities and either the Shareholder and the Company.

(b) There shall be three arbitrators. If there are (i) only two parties to the Dispute, each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration and (ii) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within 15 days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA

shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

(d) There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e) In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of The Commonwealth of Massachusetts. Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f) Except to the extent expressly provided by this Agreement or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a shareholder of either the Shareholder or the Company, award any portion of the Shareholder’s or the Company’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g) The Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h) Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Award assesses a monetary

obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

6.11 Governing Law . Except as to matters regarding the internal affairs of the Company or the Shareholder and issues of or limitations on any personal liability of the shareholders, trustees and directors of the Company or the Shareholder, as to which the laws of such party’s jurisdiction of formation or organization shall govern, this Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts without giving effect to the principles of conflicts of laws thereof that would require the application of any law of another jurisdiction.

6.12 Non-liability of Trustees .

6.12.1 THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING SENIOR HOUSING PROPERTIES TRUST DATED SEPTEMBER 20, 1999, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND PROVIDE THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SENIOR HOUSING PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SENIOR HOUSING PROPERTIES TRUST. ALL PERSONS DEALING WITH SENIOR HOUSING PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SENIOR HOUSING PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

6.12.2 A COPY OF THE ARTICLES OF INCORPORATION, AS IN EFFECT ON THE DATE HEREOF, OF FIVE STAR QUALITY CARE, INC., TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO, IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND. NO DIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF FIVE STAR QUALITY CARE, INC. SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, FIVE STAR QUALITY CARE, INC. ALL PERSONS DEALING WITH FIVE STAR QUALITY CARE, INC., IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF FIVE STAR QUALITY CARE, INC. FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

Signatures appear on the next page

Executed under seal as of the date first above written.


	FIVE STAR QUALITY CARE, INC.

	By:	/s/ Bruce J. Mackey Jr.
		Name: Bruce J. Mackey Jr.
		Title: President


	SENIOR HOUSING PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		Name: David J. Hegarty
		Title: President

Exhibit 10.4

AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1),

dated as of August 4, 2009,

by and among

CERTAIN AFFILIATES OF SENIOR HOUSING PROPERTIES TRUST,

AS LANDLORD,

AND

FIVE STAR QUALITY CARE TRUST,

AS TENANT

ARTICLE 1	DEFINITIONS	1
1.1	AAA	2
1.2	Additional Charges	2
1.3	Additional Rent	2
1.4	Affiliated Person	2
1.5	Agreement	2
1.6	Applicable Laws	2
1.7	Arbitration Award	3
1.8	Award	3
1.9	Base Gross Revenues	3
1.10	Business Day	3
1.11	Capital Addition	3
1.12	Capital Expenditure	4
1.13	Change in Control	4
1.14	Claim	5
1.15	Code	5
1.16	Commencement Date	5
1.17	Condemnation	5
1.18	Condemnor	5
1.19	Consolidated Financials	5
1.20	Date of Taking	5
1.21	Default	5
1.22	Disbursement Rate	6
1.23	Disputes	6
1.24	Easement Agreement	6
1.25	Encumbrance	6
1.26	Entity	6
1.27	Environment	6
1.28	Environmental Obligation	6
1.29	Environmental Notice	6
1.30	Event of Default	6
1.31	Excess Gross Revenues	6
1.32	Extended Term	6
1.33	Facility	7
1.34	Facility Mortgage	7
1.35	Facility Mortgagee	7
1.36	Financial Officer’s Certificate	7
1.37	Fiscal Year	7
1.38	Five Star	7
1.39	Fixed Term	7
1.40	Fixtures	7
1.41	GAAP	7
1.42	Government Agencies	7
1.43	Gross Revenues	8
1.44	Guarantor	9
1.45	Guaranty	9
1.46	Hazardous Substances	9
1.47	Immediate Family	10
1.48	Impositions	10
1.49	Incidental Documents	11
1.50	Indebtedness	11
1.51	Insurance Requirements	11
1.52	Interest Rate	12

1.53	LTA GMAC Leases	12
1.54	LTA GMAC Property	12
1.55	Land	12
1.56	Landlord	12
1.57	Landlord Default	12
1.58	Landlord Liens	12
1.59	Lease Year	12
1.60	Leased Improvements	12
1.61	Leased Intangible Property	13
1.62	Leased Personal Property	13
1.63	Leased Property	13
1.64	Legal Requirements	13
1.65	Lien	13
1.66	Manager	14
1.67	Management Agreement	14
1.68	Minimum Rent	14
1.69	Notice	14
1.70	Officer’s Certificate	14
1.71	Original Leases	14
1.72	Other Leases	14
1.73	Overdue Rate	14
1.74	Parent	14
1.75	Permitted Encumbrances	15
1.76	Permitted Use	15
1.77	Person	15
1.78	Pledge Agreement	15
1.79	Property	15
1.80	Provider Agreements	15
1.81	Regulated Medical Wastes	15
1.82	Rent	15
1.83	RMI Lease	15
1.84	RMI Property	16
1.85	Rules	16
1.86	SEC	16
1.87	Security Agreement	16
1.88	State	16
1.89	Subordinated Creditor	16
1.90	Subordination Agreement	16
1.91	Subsidiary	16
1.92	Successor Landlord	16
1.93	Tenant	16
1.94	Tenant’s Personal Property	16
1.95	Term	17
1.96	Third Party Payor Programs	17
1.97	Third Party Payors	17
1.98	Unsuitable for Its Permitted Use	17
1.99	Work	17
ARTICLE 2	LEASED PROPERTY AND TERM	18
2.1	Leased Property	18
2.2	Condition of Leased Property	19
2.3	Fixed Term	20
2.4	Extended Terms	20

2.5	Limitations on Term	21
ARTICLE 3	RENT	21
3.1	Rent	21
3.2	Late Payment of Rent, Etc.	27
3.3	Net Lease	28
3.4	No Termination, Abatement, Etc.	28
ARTICLE 4	USE OF THE LEASED PROPERTY	29
4.1	Permitted Use	29
4.2	Compliance with Legal/Insurance Requirements, Etc.	31
4.3	Compliance with Medicaid and Medicare Requirements	31
4.4	Environmental Matters	32
ARTICLE 5	MAINTENANCE AND REPAIRS	34
5.1	Maintenance and Repair	34
5.2	Tenant’s Personal Property	36
5.3	Yield Up	36
5.4	Management Agreement	37
ARTICLE 6	IMPROVEMENTS, ETC.	37
6.1	Improvements to the Leased Property	37
6.2	Salvage	38
ARTICLE 7	LIENS	38
ARTICLE 8	PERMITTED CONTESTS	39
ARTICLE 9	INSURANCE AND INDEMNIFICATION	40
9.1	General Insurance Requirements	40
9.2	Waiver of Subrogation	40
9.3	Form Satisfactory, Etc.	40
9.4	No Separate Insurance; Self-Insurance	41
9.5	Indemnification of Landlord	42
ARTICLE 10	CASUALTY	42
10.1	Insurance Proceeds	42
10.2	Damage or Destruction	43
10.3	Damage Near End of Term	45
10.4	Tenant’s Property	45
10.5	Restoration of Tenant’s Property	46
10.6	No Abatement of Rent	46
10.7	Waiver	46
ARTICLE 11	CONDEMNATION	46
11.1	Total Condemnation, Etc.	46
11.2	Partial Condemnation	46
11.3	Abatement of Rent	48
11.4	Temporary Condemnation	48
11.5	Allocation of Award	48
ARTICLE 12	DEFAULTS AND REMEDIES	49
12.1	Events of Default	49
12.2	Remedies	51
12.3	Tenant’s Waiver	53
12.4	Application of Funds	53
12.5	Landlord’s Right to Cure Tenant’s Default	54

ARTICLE 13	HOLDING OVER	54
ARTICLE 14	LANDLORD DEFAULT	54
ARTICLE 15	PURCHASE RIGHTS	55
ARTICLE 16	SUBLETTING AND ASSIGNMENT	56
16.1	Subletting and Assignment	56
16.2	Required Sublease Provisions	57
16.3	Permitted Sublease	59
16.4	Sublease Limitation	59
ARTICLE 17	ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS	60
17.1	Estoppel Certificates	60
17.2	Financial Statements	60
17.3	General Operations	61
ARTICLE 18	LANDLORD’S RIGHT TO INSPECT	62
ARTICLE 19	EASEMENTS	62
19.1	Grant of Easements	62
19.2	Exercise of Rights by Tenant	63
19.3	Permitted Encumbrances	63
ARTICLE 20	FACILITY MORTGAGES	63
20.1	Landlord May Grant Liens	63
20.2	Subordination of Lease	63
20.3	Notice to Mortgagee and Superior Landlord	65
ARTICLE 21	ADDITIONAL COVENANTS OF TENANT	66
21.1	Prompt Payment of Indebtedness	66
21.2	Conduct of Business	66
21.3	Maintenance of Accounts and Records	66
21.4	Notice of Litigation, Etc.	67
21.5	Prohibited Transactions	67
ARTICLE 22	ARBITRATION	67
22.1	Disputes	67
22.2	Selection of Arbitrators	68
22.3	Location of Arbitration	68
22.4	Scope of Discovery	68
22.5	Arbitration Award	68
22.6	Costs	69
22.7	Final Judgment	69
22.8	Payment	69
ARTICLE 23	MISCELLANEOUS	69
23.1	Limitation on Payment of Rent	69
23.2	No Waiver	70
23.3	Remedies Cumulative	70
23.4	Severability	70
23.5	Acceptance of Surrender	70
23.6	No Merger of Title	71
23.7	Conveyance by Landlord	71
23.8	Quiet Enjoyment	71
23.9	No Recordation	71
23.10	Notices	72
23.11	Construction	73
23.12	Counterparts; Headings	73
23.13	Applicable Law, Etc.	73

23.14	Right to Make Agreement	74
23.15	Attorneys’ Fees	74
23.16	Nonliability of Trustees	74
23.17	Addition of LTA GMAC Properties and RMI Properties	74
23.18	Original Leases	75

AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)

THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT is entered into as of August 4, 2009 by and among each of the parties identified on the signature pages hereof as a landlord, (collectively, “ Landlord ”), and FIVE STAR QUALITY CARE TRUST , as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant are parties to certain Amended and Restated Master Lease Agreements, dated as of June 30, 2008 (collectively, the “ Original Leases ”); and

WHEREAS, the landlords and tenants under the Original Leases are conveying their interests in certain of the properties demised thereunder and, in connection therewith, Landlord and Tenant and the landlords and tenants under the Original Leases wish to amend and restate the Original Leases into separate leases and to make certain other modifications thereto as are set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree that, effective as of the date hereof, the Original Leases are hereby amended and restated but only with respect to the Leased Property (as hereinafter defined), as follows:

ARTICLE 1

DEFINITIONS

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article shall have the meanings assigned to them in this Article and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP, (c) all references in this Agreement to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement, and (d) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

1.1 “ AAA ” shall have the meaning given such term in Section 22.1 .

1.2 “ Additional Charges ” shall have the meaning given such term in Section 3.1.3 .

1.3 “ Additional Rent ” shall have the meaning given such term in Section 3.1.2(a) .

1.4 “ Affiliated Person ” shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).

1.5 “ Agreement ” shall mean this Amended and Restated Master Lease Agreement (Lease No. 1), including all schedules and exhibits attached hereto, as it and they may be amended from time to time as herein provided.

1.6 “ Applicable Laws ” shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, or the protection of, real or personal property or human health or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances or

Regulated Medical Wastes, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.

1.7 “ Arbitration Award ” shall have the meaning given such term in Section 22.5 .

1.8 “ Award ” shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of any Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).

1.9 “ Base Gross Revenues ” shall mean the Gross Revenues with respect to each Property, for the respective calendar years or the respective dollar amount set forth on Schedule 1 attached hereto and made a part hereof, as applicable; provided , however , that in the event that, with respect to any Lease Year, or portion thereof, for any reason (including, without limitation, a casualty or Condemnation) there shall be a reduction in the number of units available at any Facility located at the applicable Property or in the services provided at such Facility from the number of such units or the services on the applicable Commencement Date, in determining Additional Rent payable for such Lease Year, Base Gross Revenues shall be reduced as follows: (a) in the event of a partial closing of any Facility affecting the number of units, or the services provided, at such Facility, Gross Revenues attributable to units or services at such Facility shall be ratably allocated among all units in service at such Facility on the applicable Commencement Date and all such Gross Revenues attributable to units no longer in service shall be subtracted from Base Gross Revenues throughout the period of such closing; and (b) in the event of any other change in circumstances affecting any Facility, Base Gross Revenues shall be equitably adjusted in such manner as Landlord and Tenant shall reasonably agree.

1.10 “ Business Day ” shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.11 “ Capital Addition ” shall mean, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.

1.12 “ Capital Expenditure ” shall mean any expenditure treated as capital in nature in accordance with GAAP.

1.13 “ Change in Control ” shall mean (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of Tenant or any Guarantor, as the case may be, or the power to direct the management and policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of Tenant or any Guarantor with or into any Person or the merger or consolidation of any Person into Tenant or any Guarantor (other than the merger or consolidation of any Person into Tenant or any Guarantor that does not result in a Change in Control of Tenant or such Guarantor under clauses (a), (c), (d), (e) or (f) of this definition), (c) any one or more sales, conveyances, dividends or distributions to any Person of all or any material portion of the assets (including capital stock or other equity interests) or business of Tenant or any Guarantor, whether or not otherwise a Change in Control, (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on the date hereof) constituted the board of directors of Tenant or any Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of Tenant or such Guarantor was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved, but excluding any individual whose initial nomination for, or assumption of, office as a member of such board of directors occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any Person other than a solicitation for the election of one or more directors by or on behalf of the board of directors) to constitute a majority of the board of directors of Tenant or such Guarantor then in office, or (e) the adoption of any proposal (other than a precatory proposal) by Tenant or any Guarantor not approved by vote of a majority of the directors of Tenant or any Guarantor, as the case may be, in office immediately prior to the making of such proposal, or (f) the election to the board of directors of Tenant or any Guarantor of any individual not nominated or appointed by vote of a majority of the directors of Tenant or such Guarantor in office immediately prior to the nomination or appointment of such individual.

1.14 “ Claim ” shall have the meaning given such term in Article 8 .

1.15 “ Code ” shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as from time to time amended.

1.16 “ Commencement Date ” shall mean, with respect to each Property, the calendar date specified as the Commencement Date with respect to such Property on Schedule 1 attached hereto and made a part hereof.

1.17 “ Condemnation ” s hall mean, with respect to any Property, or any portion thereof, (a) the exercise of any governmental power with respect to such Property, whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of such Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (c) a taking or voluntary conveyance of such Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting such Property, whether or not the same shall have actually been commenced.

1.18 “ Condemnor ” shall mean any public or quasi-public Person, having the power of Condemnation.

1.19 “ Consolidated Financials ” shall mean, for any Fiscal Year or other accounting period of Five Star, annual audited and quarterly unaudited financial statements of Five Star prepared on a consolidated basis, including Five Star’s consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.

1.20 “ Date of Taking ” shall mean, with respect to any Property, the date the Condemnor has the right to possession of such Property, or any portion thereof, in connection with a Condemnation.

1.21 “ Default ” shall mean any event or condition which with the giving of notice and/or lapse of time would ripen into an Event of Default.

1.22 “ Disbursement Rate ” shall mean an annual rate of interest, as of the date of determination, equal to the greater of (a) eight percent (8%) and (b) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred (300) basis points; provided , however , that in no event shall the Disbursement Rate exceed eleven and one-half percent (11.5%).

1.23 “ Disputes ” shall have the meaning given such term in Section 22.1 .

1.24 “ Easement Agreement ” shall mean any conditions, covenants and restrictions, easements, declarations, licenses and other agreements which are Permitted Encumbrances and such other agreements as may be granted in accordance with Section 19.1 .

1.25 “ Encumbrance ” shall have the meaning given such term in Section 20.1 .

1.26 “ Entity ” shall mean any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.

1.27 “ Environment ” shall mean soil, surface waters, ground waters, land, stream, sediments, surface or subsurface strata and ambient air.

1.28 “ Environmental Obligation ” shall have the meaning given such term in Section 4.4.1 .

1.29 “ Environmental Notice ” shall have the meaning given such term in Section 4.4.1 .

1.30 “ Event of Default ” shall have the meaning given such term in Section 12.1 .

1.31 “ Excess Gross Revenues ” shall mean, with respect to each Property, the amount of Gross Revenues for any Lease Year, or portion thereof, in excess of Base Gross Revenues or the pro-rated portion thereof in the case of a Lease Year which is not a full twelve-month period.

1.32 “ Extended Term ” shall have the meaning given such term in Section 2.4 .

1.33 “ Facility ” shall mean, with respect to any Property, the skilled nursing/intermediate care/independent living/assisted living/special care/group home facility being operated or proposed to be operated on such Property.

1.34 “ Facility Mortgage ” shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with Article 20 .

1.35 “ Facility Mortgagee ” shall mean the holder of any Facility Mortgage.

1.36 “ Financial Officer’s Certificate ” shall mean, as to any Person, a certificate of the chief executive officer, chief financial officer or chief accounting officer (or such officers’ authorized designee) of such Person, duly authorized, accompanying the financial statements required to be delivered by such Person pursuant to Section 17.2 , in which such officer shall certify (a) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of such Person at and as of the dates thereof and the results of its and their operations for the periods covered thereby, and (b) in the event that the certifying party is an officer of Tenant and the certificate is being given in such capacity, that no Event of Default has occurred and is continuing hereunder.

1.37 “ Fiscal Year ” shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.

1.38 “ Five Star ” shall mean Five Star Quality Care, Inc., a Maryland corporation, and its permitted successors and assigns.

1.39 “ Fixed Term ” shall have the meaning given such term in Section 2.3 .

1.40 “ Fixtures ” shall have the meaning given such term in Section 2.1(d) .

1.41 “ GAAP ” shall mean generally accepted accounting principles consistently applied.

1.42 “ Government Agencies ” shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission,

department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Facility operated thereon.

1.43 “ Gross Revenues ” shall mean, with respect to each Property, for each Fiscal Year during the Term, in the aggregate, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all units, beds and other facilities provided, meals served, services performed, space or facilities subleased or goods sold on such Property, or any portion thereof, including, without limitation, any other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; provided , however , that Gross Revenues shall not include the following: revenue from professional fees or charges by physicians and unaffiliated providers of services, when and to the extent such charges are paid over to such physicians and unaffiliated providers of services, or are separately billed and not included in comprehensive fees; contractual allowances (relating to any period during the Term) for billings not paid by or received from the appropriate governmental agencies or third party providers; allowances according to GAAP for uncollectible accounts, including credit card accounts and charity care or other administrative discounts; all proper patient billing credits and adjustments according to GAAP relating to health care accounting; provider discounts for hospital or other medical facility utilization contracts and credit card discounts; any amounts actually paid by Tenant for the cost of any federal, state or local governmental programs imposed specially to provide or finance indigent patient care; federal, state or municipal excise, sales, use, occupancy or similar taxes collected directly from patients, clients or residents or included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); Award proceeds (other than for a temporary Condemnation); revenues attributable to services actually provided off-site or otherwise away from such Property, such as home health care, to persons that are not patients, clients or residents at such Property; revenues

attributable to child care services provided primarily to employees of such Property; any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Facility located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; reimbursements for provider, bed or occupancy taxes charged by any Governmental Agency to the extent previously included in Gross Revenues; and interest income from any bank account or investment of Tenant.

1.44 “ Guarantor ” shall mean Five Star and each and every other guarantor of Tenant’s obligations under this Agreement, and each such guarantor’s successors and assigns.

1.45 “ Guaranty ” shall mean any guaranty agreement executed by a Guarantor in favor of Landlord pursuant to which the payment or performance of Tenant’s obligations under this Agreement are guaranteed, together with all modifications, amendments and supplements thereto.

1.46 “ Hazardous Substances ” shall mean any substance:

(a) the presence of which requires or may hereafter require notification, investigation or remediation under any federal, state or local statute, regulation, rule, ordinance, order, action or policy; or

(b) which is or becomes defined as a “hazardous waste”, “hazardous material” or “hazardous substance” or “pollutant” or “contaminant” under any present or future federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq .) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq .) and the regulations promulgated thereunder; or

(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision thereof; or

(d) the presence of which on any Property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such Property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such Property, or any portion thereof, or to the health or safety of persons on or about such Property, or any portion thereof; or

(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or

(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

(g) without limitation, which contains or emits radioactive particles, waves or material; or

(h) without limitation, constitutes Regulated Medical Wastes.

1.47 “ Immediate Family ” shall mean, with respect to any individual, such individual’s spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.

1.48 “ Impositions ” shall mean, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), ground rents (including any minimum rent under any ground lease, and any additional rent or charges thereunder), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Tenant (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a

lien upon (a) Landlord’s interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; provided , however , that nothing contained herein shall be construed to require Tenant to pay and the term “Impositions” shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Facility Mortgage) or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.1.3 , (vi) any impositions imposed on Landlord that are a result of Landlord not being considered a “United States person” as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement governing Landlord’s conduct or operation or as a result of the negligence or willful misconduct of Landlord.

1.49 “ Incidental Documents ” shall mean, collectively, any Guaranty, any Security Agreement and any Pledge Agreement.

1.50 “ Indebtedness ” shall mean all obligations, contingent or otherwise, which in accordance with GAAP should be reflected on the obligor’s balance sheet as liabilities.

1.51 “ Insurance Requirements ” shall mean all terms of any insurance policy required by this Agreement and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant, any Manager or the Leased Property.

1.52 “ Interest Rate ” shall mean, with respect to each Property, the per annum interest rate specified as the Interest Rate with respect to such Property on Schedule 1 attached hereto and made a part hereof.

1.53 “ LTA GMAC Leases ” shall mean, collectively, the Leases, dated as of November 19, 2004, by and among certain Affiliated Persons of Landlord and certain Affiliated Persons of Tenant, together with all modifications, amendments and supplements thereto.

1.54 “ LTA GMAC Property ” shall mean a “Property”, as defined therein, under the LTA GMAC Leases.

1.55 “ Land ” shall have the meaning given such term in Section 2.1(a) .

1.56 “ Landlord ” shall have the meaning given such term in the preambles to this Agreement and shall also include their respective successors and assigns.

1.57 “ Landlord Default ” shall have the meaning given such term in Article 14 .

1.58 “ Landlord Liens ” shall mean liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided , however , that “ Landlord Lien ” shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.

1.59 “ Lease Year ” shall mean any Fiscal Year or portion thereof during the Term.

1.60 “ Leased Improvements ” shall have the meaning given such term in Section 2.1(b) .

1.61 “ Leased Intangible Property ” shall mean all agreements, service contracts, equipment leases, booking agreements and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits, trade names, service marks, telephone exchange numbers identified with the Leased Property, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.

1.62 “ Leased Personal Property ” shall have the meaning given such term in Section 2.1(e) .

1.63 “ Leased Property ” shall have the meaning given such term in Section 2.1 .

1.64 “ Legal Requirements ” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations, certificates of need, authorizations and regulations necessary to operate any Property for its Permitted Use, and (b) all covenants, agreements, restrictions and encumbrances contained in any instruments at any time in force affecting any Property, including those which may (i) require material repairs, modifications or alterations in or to any Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlord’s status as a real estate investment trust.

1.65 “ Lien ” shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of general creditors.

1.66 “ Manager ” shall mean, with respect to any Property, the operator or manager under any Management Agreement from time to time in effect with respect to such Property, and its permitted successors and assigns.

1.67 “ Management Agreement ” shall mean, with respect to any Property, any operating or management agreement from time to time entered into by Tenant with respect to such Property in accordance with the applicable provisions of this Agreement, together with all amendments, modifications and supplements thereto.

1.68 “ Minimum Rent ” shall mean the sum of Forty-Four Million One Hundred Forty-Three Thousand Three Hundred Fifty-Three and 00/100s Dollars ($44,143,353.00) per annum.

1.69 “ Notice ” shall mean a notice given in accordance with Section 23.10 .

1.70 “ Officer’s Certificate ” shall mean a certificate signed by an officer or other duly authorized individual of the certifying Entity duly authorized by the board of directors or other governing body of the certifying Entity.

1.71 “ Original Leases ” shall have the meaning given such term in the recitals to this Agreement.

1.72 “ Other Leases ” shall mean (i) that certain Amended and Restated Master Lease Agreement (Lease No. 2), dated as of the date hereof, by and among certain Affiliated Persons of Senior Housing Properties Trust, as landlord, and certain Affiliated Persons of Five Star, as tenant, and (ii) that certain Amended and Restated Master Lease Agreement (Lease No. 4), dated as of the date hereof, by and among certain Affiliated Persons of Senior Housing Properties Trust, as landlord, and certain Affiliated Persons of Five Star, as tenant.

1.73 “ Overdue Rate ” shall mean, on any date, a per annum rate of interest equal to the lesser of fifteen percent (15%) and the maximum rate then permitted under Applicable Laws.

1.74 “ Parent ” shall mean, with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.

1.75 “ Permitted Encumbrances ” shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owner’s or leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord from time to time.

1.76 “ Permitted Use ” shall mean, with respect to any Property, any use of such Property permitted pursuant to Section 4.1.1 .

1.77 “ Person ” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

1.78 “ Pledge Agreement ” shall mean, collectively, any pledge agreement made in favor of Landlord with respect to the stock or other equity interests of Tenant or any assignee, subtenant or other transferee, as it or they may be amended, restated, supplemented or otherwise modified from time to time.

1.79 “ Property ” shall have the meaning given such term in Section 2.1 .

1.80 “ Provider Agreements ” shall mean all participation, provider and reimbursement agreements or arrangements now or hereafter in effect for the benefit of Tenant or any Manager in connection with the operation of any Facility relating to any right of payment or other claim arising out of or in connection with Tenant’s participation in any Third Party Payor Program.

1.81 “ Regulated Medical Wastes ” shall mean all materials generated by Tenant, subtenants, patients, occupants or the operators of the Leased Property which are now or may hereafter be subject to regulation pursuant to the Material Waste Tracking Act of 1988, or any Applicable Laws promulgated by any Government Agencies.

1.82 “ Rent ” shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.

1.83 “ RMI Lease ” shall mean, that certain Master Lease Agreement, dated as of September 1, 2008, by and among certain Affiliated Persons of Landlord and Five Star Quality Care-RMI, LLC, together with all modifications, amendments and supplements thereto.

1.84 “ RMI Property ” shall mean a “Property”, as defined therein, under the RMI Lease.

1.85 “ Rules ” shall have the meaning given such term in Section 22.1 .

1.86 “ SEC ” shall mean the Securities and Exchange Commission.

1.87 “ Security Agreement ” shall mean, collectively, any security agreement made by Tenant or any assignee, subtenant or other transferee for the benefit of Landlord, as it or they may be amended, restated, supplemented or otherwise modified from time to time.

1.88 “ State ” shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.

1.89 “ Subordinated Creditor ” shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.

1.90 “ Subordination Agreement ” shall mean any agreement (and any amendments thereto) executed by a Subordinated Creditor pursuant to which the payment and performance of Tenant’s obligations to such Subordinated Creditor are subordinated to the payment and performance of Tenant’s obligations to Landlord under this Agreement.

1.91 “ Subsidiary ” shall mean, with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).

1.92 “ Successor Landlord ” shall have the meaning given such term in Section 20.2 .

1.93 “ Tenant ” shall have the meaning given such term in the preambles to this Agreement and shall also include its permitted successors and assigns.

1.94 “ Tenant’s Personal Property ” shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of

Tenant, if any, acquired by Tenant on and after the applicable Commencement Date for any Property and located at such Property or used in Tenant’s business at the Leased Property and all modifications, replacements, alterations and additions to such personal property installed at the expense of Tenant, other than any items included within the definitions of Fixtures and Leased Personal Property.

1.95 “ Term ” shall mean, collectively, the Fixed Term and the Extended Term, to the extent properly exercised pursuant to the provisions of Section 2.4 , unless sooner terminated pursuant to the provisions of this Agreement.

1.96 “ Third Party Payor Programs ” shall mean all third party payor programs in which Tenant presently or in the future may participate, including, without limitation, Medicare, Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, Managed Care Plans, other private insurance programs and employee assistance programs.

1.97 “ Third Party Payors ” shall mean Medicare, Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, private insurers and any other Person which presently or in the future maintains Third Party Payor Programs.

1.98 “ Unsuitable for Its Permitted Use ” shall mean, with respect to any Facility, a state or condition of such Facility such that (a) following any damage or destruction involving a Facility, (i) such Facility cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage or destruction, and as otherwise required by Section 10.2.4 , within twelve (12) months following such damage or destruction or such longer period of time as to which business interruption insurance is available to cover Rent and other costs related to the applicable Property following such damage or destruction, (ii) the damage or destruction, if uninsured, exceeds $1,000,000 or (iii) the cost of such restoration exceeds ten percent (10%) of the fair market value of such Property immediately prior to such damage or destruction, or (b) as the result of a partial taking by Condemnation, such Facility cannot be operated, in the good faith judgment of Tenant, on a commercially practicable basis for its Permitted Use.

1.99 “ Work ” shall have the meaning given such term in Section 10.2.4 .

ARTICLE 2

LEASED PROPERTY AND TERM

2.1 Leased Property . Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord’s right, title and interest in and to all of the following (each of items (a) through (g) below which relates to any single Facility, a “ Property ” and, collectively, the “ Leased Property ”):

(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-53 attached hereto and made a part hereof (the “ Land ”);

(b) all buildings, structures and other improvements of every kind including, but not limited to, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the “ Leased Improvements ”);

(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;

(d) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenant’s Personal Property (collectively, the “ Fixtures ”);

(e) all machinery, equipment, furniture, furnishings, moveable walls or partitions, computers or trade fixtures or other personal property of any kind or description used or useful in Tenant’s business on or in the Leased Improvements, and located on or in the Leased Improvements, and all modifications, replacements, alterations and

additions to such personal property, except items, if any, included within the category of Fixtures, but specifically excluding all items included within the category of Tenant’s Personal Property (collectively, the “ Leased Personal Property ”);

(f) all of the Leased Intangible Property; and

(g) any and all leases of space in the Leased Improvements.

2.2 Condition of Leased Property . Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its “as is” condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the applicable Commencement Date for any Property or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlord’s rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlord’s or Tenant’s name, all at Tenant’s sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) incurred by Landlord in connection with such cooperation.

2.3 Fixed Term . The initial term of this Agreement (the “ Fixed Term ”) with respect to each Property commenced on the Commencement Date with respect to such Property and shall expire on December 31, 2024.

2.4 Extended Terms . Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for two renewal terms of fifteen (15) years each (each an “ Extended Term ”).

If and to the extent Tenant shall exercise the options, the first Extended Term shall commence on January 1, 2025 and expire on December 31, 2039 and the second Extended Term shall commence on January 1, 2040 and expire on December 31, 2054. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that Tenant shall have no right to extend the Term beyond December 31, 2054. If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than December 31, 2022, and if Tenant shall elect to exercise its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2037, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

Rent allocated thereto by the parties, and Tenant shall surrender such Properties to Landlord at the expiration of the Fixed Term in the condition required by Section 5.3 and shall comply with all of its other obligations relating to such Properties as if the Term had expired at the end of the Fixed Term.

2.5 Limitations on Term . Notwithstanding anything contained in Section 2.3 or Section 2.4 to the contrary, the Term of this Agreement with respect to any Property shall not extend beyond the term of any ground lease (including renewals and extensions thereof) pursuant to which Landlord leases such Property.

ARTICLE 3

RENT

3.1 Rent . Tenant shall pay, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this Agreement), Minimum Rent and Additional Rent to Landlord and Additional Charges to the party to whom such Additional Charges are payable, during the Term. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion. Rent for any partial calendar month shall be prorated on a per diem basis.

3.1.1 Minimum Rent .

(a) Payments . Minimum Rent shall be paid in equal monthly installments in arrears on the first Business Day of each calendar month during the Term.

(b) Allocation of Minimum Rent . Minimum Rent may be allocated and reallocated among the Properties comprising the Leased Property by agreement among Landlord and Tenant; provided , however that in no event shall the Minimum Rent allocated to any Property be less than the monthly amount payable by Landlord on account of any Facility Mortgage and/or ground or master lease with respect to such Property nor shall the aggregate amount of Minimum Rent allocated among the Properties exceed the total amount payable for the Leased Property.

(c) Adjustments of Minimum Rent Following Disbursements Under Sections 5.1.2(b), 10.2.3 and 11.2 . Effective on the date of each disbursement to pay for the cost of any repairs, maintenance, renovations or replacements pursuant to Sections 5.1.2(b), 10.2.3 or 11.2 , the annual Minimum Rent shall be increased by a per annum amount equal to the Disbursement Rate times the amount so disbursed. If any such disbursement is made during any calendar month on a day other than the first Business Day of such calendar month, Tenant shall pay to Landlord on the first Business Day of the immediately following calendar month (in addition to the amount of Minimum Rent payable with respect to such calendar month, as adjusted pursuant to this paragraph (c)) the amount by which Minimum Rent for the preceding calendar month, as adjusted for such disbursement on a per diem basis, exceeded the amount of Minimum Rent paid by Tenant for such preceding calendar month.

(d) Adjustments of Minimum Rent Following Partial Lease Termination . Subject to Section 4.1.1(b) , if this Agreement shall terminate with respect to any Property but less than all of the Leased Property, Minimum Rent shall be reduced by the affected Property’s allocable share of Minimum Rent determined in accordance with the applicable provisions of this Agreement.

3.1.2 Additional Rent .

(a) Amount . Tenant shall pay additional rent (“ Additional Rent ”) with respect to each Lease Year during the Term in an amount, not less than zero, equal to four percent (4%) of Excess Gross Revenues at each Property.

(b) Quarterly Installments . Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears. Quarterly payments of Additional Rent for each Property shall be calculated based on Gross Revenues for such quarter during the preceding year and shall be due and payable and delivered to Landlord on the first Business Day of each calendar quarter, or portion thereof, thereafter occurring during the Term, together with an Officer’s Certificate setting forth the calculation of Additional Rent due and payable for such quarter.

(c) Reconciliation of Additional Rent . In addition, within seventy-five (75) days after the end of each Lease

Year (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate from Tenant’s chief financial or accounting officer certifying that such report is true and correct, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year, or portion thereof, based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate from Tenant’s chief financial or accounting officer certifying that such statement is true and correct.

If the annual Additional Rent for such preceding Lease Year as set forth in Tenant’s statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

(d) Confirmation of Additional Rent . Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three

(3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with such audits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin such audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate and shall complete such audit as soon as reasonably possible thereafter. All such audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such audit discloses a deficiency in the payment of Additional Rent and either Tenant agrees with the result of such audit or the matter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof, and if the amount of such deficiency exceeds five percent (5%) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord the aggregate amount of all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or the matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided , however , that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord.

Any dispute concerning the correctness of an audit shall be settled by arbitration pursuant to the provisions of Article 22 .

Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this Section 3.1.2 shall survive the expiration or earlier termination of this Agreement.

3.1.3 Additional Charges . In addition to the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or cause to be paid) to the appropriate parties and discharge (or cause to be discharged) as and when due and payable the following (collectively, “ Additional Charges ”):

(a) Impositions . Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock or other equity interests, and Tenant, at its expense, shall,

to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement, Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to file a protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8 .

Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided , however , that Landlord’s failure to give any such notice shall in no way diminish Tenant’s obligation hereunder to pay such Impositions.

Reference is made to that certain Development Agreement, dated as of 2003, between the City of Rogers, Minnesota (the “ City of Rogers ”) and SNH CHS Properties Trust, as successor by assignment from Dignified Assisted Living, Inc. (the “ Development Agreement ”). Notwithstanding anything contained in this Agreement to the contrary, the Impositions payable by Tenant hereunder shall not include any of the Tax Increments described in the Development Agreement. So long as the Development Agreement remains outstanding, (i) SNH CHS Properties Trust shall pay all of the Tax Increments directly to the City of

Rogers under the Development Agreement; (ii) SNH CHS Properties Trust shall be entitled to receive any portion of the Reimbursement Amount (as described in the Development Agreement) paid by the City of Rogers under the Development Agreement, and (iii) Tenant shall pay to Landlord the fixed amount of $15,000 per year.

(b) Utility Charges . Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.

(c) Insurance Premiums . Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article 9 .

(d) Other Charges . Tenant shall pay or cause to be paid all other amounts, liabilities and obligations, including, without limitation, ground rents, if any, and all amounts payable under any equipment leases and all agreements to indemnify Landlord under Sections 4.4.2 and 9.5 .

(e) Reimbursement for Additional Charges . If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement (other than termination by reason of an Event of Default), Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.

3.2 Late Payment of Rent, Etc. If any installment of Minimum Rent, Additional Rent or Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid within ten (10) days after its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Facility Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would

otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof.

In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost which is added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Agreement or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent and Additional Rent.

3.3 Net Lease . The Rent shall be absolutely net to Landlord so that this Agreement shall yield to Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Agreement which expressly provide otherwise, including those provisions for adjustment or abatement of such Rent.

3.4 No Termination, Abatement, Etc. Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the Leased Property, or any portion thereof, from whatever cause or any Condemnation, (b) the lawful or unlawful prohibition of, or restriction upon, Tenant’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or

dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.

ARTICLE 4

USE OF THE LEASED PROPERTY

4.1 Permitted Use .

4.1.1 Permitted Use .

(a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b) ),

comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.

(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided , however , in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “ Offer ”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

4.1.2 Necessary Approvals . Tenant shall proceed with all due diligence and exercise reasonable efforts to obtain and maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Facility located thereon under Applicable Laws

and, without limiting the foregoing, shall exercise reasonable efforts to maintain (or cause to be maintained) appropriate certifications for reimbursement and licensure.

4.1.3 Lawful Use, Etc. Tenant shall not, and shall not permit any Person to use or suffer or permit the use of any Property or Tenant’s Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Facility, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (a) may materially and adversely impair Landlord’s title thereto or to any portion thereof, or (b) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of such Property, or any portion thereof.

4.2 Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Section 5.1.2(b) and Article 8 , Tenant, at its sole expense, shall (a) comply with (or cause to be complied with) all material Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration and restoration of any Property and with the terms and conditions of any ground lease affecting any Property, (b) perform (or cause to be performed) in a timely fashion all of Landlord’s obligations under any ground lease affecting any Property and (c) procure, maintain and comply with (or cause to be procured, maintained and complied with) all material licenses, certificates of need, permits, provider agreements and other authorizations and agreements required for any use of any Property and Tenant’s Personal Property, if any, then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof.

4.3 Compliance with Medicaid and Medicare Requirements . Tenant, at its sole cost and expense, shall make (or shall cause to be made), whatever improvements (capital or ordinary) as are required to conform each Property to such standards as may, from time to time, be required by Federal Medicare (Title 18) or Medicaid (Title 19) for skilled and/or intermediate care nursing programs, to the extent Tenant is a participant in such programs with respect to such Property, or any other applicable programs or legislation, or capital improvements required by any other governmental agency having jurisdiction over any Property as a condition of the continued operation of such Property for its Permitted Use.

4.4 Environmental Matters .

4.4.1 Restriction on Use, Etc. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store, spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly: (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is required to be filed by Tenant or any Manager with respect to any Property pursuant to SARA Title III or any other Applicable Laws, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or any Manager or their respective agents or representatives with respect thereto (collectively, “ Environmental Notice ”), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Laws and/or presents a material risk of any material cost, expense, loss or damage (an “ Environmental Obligation ”), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the use, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use or maintenance or requiring the removal, treatment, containment or other disposition thereof, and (e) pay or otherwise dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related thereto, unless Tenant or any Manager shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not materially and adversely affected thereby.

contain and prevent any further release or threat of release of Hazardous Substances on or about such Property and (z) to use good faith efforts to eliminate any further release or threat of release of Hazardous Substances on or about such Property.

4.4.2 Indemnification of Landlord . Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “ Indemnitees ” and, individually, an “ Indemnitee ”) for, from and against any and all debts, liens, claims, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Laws, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date for such Property. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Laws. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee.

Tenant shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional Charge, any cost, expense, loss or damage (including, without limitation, reasonable attorneys’ fees) reasonably incurred by Landlord and arising from a failure of Tenant to observe and perform (or to cause to be observed and performed) the requirements of this Section 4.4 , which amounts shall bear interest from the date ten (10) Business Days after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate.

4.4.3 Survival . The provisions of this Section 4.4 shall survive the expiration or sooner termination of this Agreement.

ARTICLE 5

MAINTENANCE AND REPAIRS

5.1 Maintenance and Repair .

5.1.1 Tenant’s General Obligations . Tenant shall keep (or cause to be kept), at Tenant’s sole cost and expense, the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant’s Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant’s or any Manager’s use, any prior use, the elements or the age of the Leased Property or Tenant’s Personal Property or any portion thereof), and shall promptly make or cause to be made all necessary and appropriate repairs and replacements to each Property of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the Commencement Date for such Property (concealed or otherwise). All repairs shall be made in a good, workmanlike manner, consistent with industry standards for comparable Facilities in like locales, in accordance with all applicable federal, state and local statutes, ordinances, codes, rules and regulations relating to any such work. Tenant shall not take or omit to take (or permit any Person to take or omit to take) any action, the taking or omission of which would materially and adversely impair the value or the usefulness of the Leased Property or any material part thereof for its Permitted Use. Tenant’s obligations under this Section 5.1.1 shall be limited in the event of any casualty or Condemnation as set forth in Article 10 and Article 11 and Tenant’s obligations with respect to Hazardous Substances are as set forth in Section 4.4 .

5.1.2 Landlord’s Obligations .

(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with

respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing.

(b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6 , Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6 , disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

5.1.3 Nonresponsibility of Landlord, Etc. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that liens on the Leased Property or on Landlord’s interest therein are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished to Tenant or any Manager or for any other purpose during the term of this Agreement.

Nothing contained in this Agreement shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialmen for the performance of any labor or the furnishing of any materials for any alteration, addition, improvement or repair to the Leased Property or any part thereof or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any lien against the Leased Property or any part thereof nor to subject Landlord’s estate in the Leased Property or any part thereof to liability under any mechanic’s lien law of any State in any way, it being expressly understood Landlord’s estate shall not be subject to any such liability.

5.2 Tenant’s Personal Property . Tenant shall provide and maintain (or cause to be provided and maintained) throughout the Term all such Tenant’s Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after the Commencement Date with respect to any Property, Tenant acquires an interest in any item of tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or its designee may assume Tenant’s rights and obligations under such agreement upon Landlord’s purchase of the same in accordance with the provisions of Article 15 and the assumption of management or operation of the Facility by Landlord or its designee.

5.3 Yield Up . Upon the expiration or sooner termination of this Agreement (or the termination of this Agreement with respect to any Property), Tenant shall vacate and surrender the Leased Property or such Property (as applicable) to Landlord in substantially the same condition in which such Property was in on its Commencement Date, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear excepted (and casualty damage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article 10 or Article 11 excepted).

In addition, upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord’s sole cost and expense, use its good faith efforts to transfer (or cause to be

transferred) to and cooperate with Landlord or Landlord’s nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Facility as then operated. If requested by Landlord, Tenant shall continue to manage one or more of the Facilities after the expiration of the Term for up to one hundred eighty (180) days, on such reasonable terms (which shall include an agreement to reimburse Tenant for its reasonable out-of-pocket costs and expenses, and reasonable administrative costs), as Landlord shall reasonably request.

5.4 Management Agreement . Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend or modify the provisions of any Management Agreement with respect to any Property. Any Management Agreement entered into pursuant to the provisions of this Section 5.4 shall be subordinate to this Agreement and shall provide, inter alia , that all amounts due from Tenant to Manager thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due to Manager thereunder pursuant to such Management Agreement) and for termination thereof, at Landlord’s option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action under any such Management Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned.

ARTICLE 6

IMPROVEMENTS, ETC.

6.1 Improvements to the Leased Property . Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided that (a) construction or installation of the same would not adversely affect or violate any material Legal Requirement or Insurance Requirement applicable to any Property and (b) Landlord shall have received an Officer’s Certificate certifying as to the satisfaction of the conditions set out in clause (a) above; provided , however , that no such consent shall be required in the event immediate action is

required to prevent imminent harm to person or property. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenant’s interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlord’s sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Agreement, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.

6.2 Salvage . All materials which are scrapped or removed in connection with the making of either Capital Additions or non-Capital Additions or repairs required by Article 5 shall be or become the property of the party that paid for such work.

ARTICLE 7

LIENS

Subject to Article 8 , Tenant shall use its best efforts not, directly or indirectly, to create or allow to remain and shall promptly discharge (or cause to be discharged), at its expense, any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property, or any portion thereof, or Tenant’s leasehold interest therein or any attachment, levy, claim or encumbrance in respect of the Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens and other encumbrances which are consented to in writing by Landlord, (c) liens for those taxes of Landlord which Tenant is not required to pay hereunder, (d) subleases permitted by Article 16 , (e) liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with Article 8 , (f) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet due and payable or are for sums that are being contested in accordance with Article 8 , (g) any Facility Mortgages or other liens which are the responsibility of Landlord pursuant to the provisions of Article 20 and (h) Landlord Liens and any other voluntary liens created by Landlord.

ARTICLE 8

PERMITTED CONTESTS

Tenant shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, “ Claims ”) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay (or cause to be paid) any Claims as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any mortgage or deed of trust encumbering the Leased Property, or any portion thereof (Landlord agreeing that any such mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this Article 8 ) or any interest therein or result in or reasonably be expected to result in a lien attaching to the Leased Property, or any portion thereof, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been fully reimbursed by Tenant. If Tenant shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be required if Landlord shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.

ARTICLE 9

INSURANCE AND INDEMNIFICATION

9.1 General Insurance Requirements . Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of any Property, or any portion thereof, keep (or cause to be kept) such Property and all property located therein or thereon, insured against the risks and in such amounts as is against such risks and in such amounts as Landlord shall reasonably require and may be commercially reasonable. Tenant shall prepare a proposal setting forth the insurance Tenant proposes to be maintained with respect to each Property during the ensuing Fiscal Year and shall submit such proposal to Landlord on or before December 1 of the preceding Lease Year for Landlord’s review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of such proposal, such proposal shall be deemed approved.

9.2 Waiver of Subrogation . Landlord and Tenant agree that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in any State) with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, the party carrying such insurance and suffering said loss releases the others of and from any and all claims with respect to such loss; and they further agree that their respective insurance companies (and, if Landlord or Tenant shall self insure in accordance with the terms hereof, Landlord or Tenant, as the case may be) shall have no right of subrogation against the other on account thereof, even though extra premium may result therefrom. In the event that any extra premium is payable by Tenant as a result of this provision, Landlord shall not be liable for reimbursement to Tenant for such extra premium.

9.3 Form Satisfactory, Etc. All insurance policies and endorsements required pursuant to this Article 9 shall be fully paid for, nonassessable, and issued by reputable insurance companies authorized to do business in the State and having a general policy holder’s rating of no less than A in Best’s latest rating guide. All property, business interruption, liability and flood insurance policies with respect to each Property shall include no deductible in excess of Two Hundred Fifty Thousand Dollars ($250,000). At all times, all property,

business interruption, liability and flood insurance policies, with the exception of worker’s compensation insurance coverage, shall name Landlord and any Facility Mortgagee as additional insureds, as their interests may appear. All loss adjustments shall be payable as provided in Article 10 , except that losses under liability and worker’s compensation insurance policies shall be payable directly to the party entitled thereto. Tenant shall cause all insurance premiums to be paid prior to the effective date of any policy, if required by such policy, or pursuant to an installment payment plan if permissible under such policy. Not more than twenty five (25) days nor less than five (5) days prior to the effective date of the policies or renewal policies (which, for renewal policies, shall be prior to the expiration of the existing policy), Tenant shall deliver to Landlord copies of enforceable binders for such insurance coverage. Tenant shall deliver (or cause to be delivered) to Landlord certificates evidencing such insurance coverage within five (5) days after the effective date of such policies, and thereafter Tenant shall deliver to Landlord the policies or renewal policies promptly upon receipt by Tenant. All such policies shall provide Landlord (and any Facility Mortgagee if required by the same) thirty (30) days prior written notice of any material change or cancellation of such policy. In the event Tenant shall fail to effect (or cause to be effected) such insurance as herein required, to pay (or cause to be paid) the premiums therefor or to deliver (or cause to be delivered) such policies or certificates to Landlord or any Facility Mortgagee at the times required, Landlord shall have the right, but not the obligation, upon Notice to Tenant, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as Additional Charges, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.

9.4 No Separate Insurance; Self-Insurance . Tenant shall not take (or permit any Person to take) out separate insurance, concurrent in form or contributing in the event of loss with that required by this Article 9 , or increase the amount of any existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of such insurance, including Landlord and all Facility Mortgagees, are included therein as additional insureds and the loss is payable under such insurance in the same manner as losses are payable under this Agreement. In the event Tenant shall take out any such separate insurance or increase any of the amounts of the then existing insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall

not self-insure (or permit any Person to self-insure) with respect to any insurance required to be carried hereunder by Tenant.

9.5 Indemnification of Landlord . Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

ARTICLE 10

CASUALTY

10.1 Insurance Proceeds . Except as provided in the last clause of this sentence, all proceeds payable by reason of any loss or damage to any Property, or any portion thereof, and

insured under any policy of insurance required by Article 9 (other than the proceeds of any business interruption insurance) shall be paid directly to Landlord (subject to the provisions of Section 10.2 ) and all loss adjustments with respect to losses payable to Landlord shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided , however , that, so long as no Event of Default shall have occurred and be continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant and such losses may be adjusted without Landlord’s consent. If Tenant is required to reconstruct or repair any Property as provided herein, such proceeds shall be paid out by Landlord from time to time for the reasonable costs of reconstruction or repair of such Property necessitated by such damage or destruction, subject to and in accordance with the provisions of Section 10.2.4 . Provided no Default or Event of Default has occurred and is continuing, any excess proceeds of insurance remaining after the completion of the restoration shall be paid to Tenant. In the event that the provisions of Section 10.2.1 are applicable, the insurance proceeds shall be retained by the party entitled thereto pursuant to Section 10.2.1 .

10.2 Damage or Destruction .

10.2.1 Damage or Destruction of Leased Property . If, during the Term, any Property shall be totally or partially destroyed and the Facility located thereon is thereby rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by the giving of Notice thereof to the other, terminate this Agreement with respect to such affected Property, whereupon, this Agreement shall terminate with respect to such affected Property and Landlord shall be entitled to retain the insurance proceeds payable on account of such damage. In such event, Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Facility, the amount of any uninsured loss and any difference between the replacement cost of the affected Property and the casualty insurance proceeds therefor.

10.2.2 Partial Damage or Destruction . If, during the Term, any Property shall be totally or partially destroyed but the Facility is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section 10.2.3 , promptly restore such Facility as provided in Section 10.2.4 .

10.2.3 Insufficient Insurance Proceeds . If the cost of the repair or restoration of the applicable Facility exceeds the

amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1 , Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant, given within sixty (60) days after Tenant’s notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1 . It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.

10.2.4 Disbursement of Proceeds . In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10 , Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “ Work ”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such

advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3 , Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require.

Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord.

Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

10.3 Damage Near End of Term . Notwithstanding any provisions of Section 10.1 or 10.2 to the contrary, if damage to or destruction of any Property occurs during the last twelve (12) months of the Term and if such damage or destruction cannot reasonably be expected to be fully repaired and restored prior to the date that is six (6) months prior to the end of the Term, the provisions of Section 10.2.1 shall apply as if such Property had been totally or partially destroyed and the Facility thereon rendered Unsuitable for its Permitted Use.

10.4 Tenant’s Property . All insurance proceeds payable by reason of any loss of or damage to any of Tenant’s Personal Property shall be paid to Tenant and, to the extent necessary to repair or replace Tenant’s Personal Property in accordance with Section 10.5 , Tenant shall hold such proceeds in trust to pay the cost of repairing or replacing damaged Tenant’s Personal Property.

10.5 Restoration of Tenant’s Property . If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenant’s Personal Property, or (b) replace such alterations and improvements and Tenant’s Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.

10.6 No Abatement of Rent . This Agreement shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any damage involving the Leased Property, or any portion thereof (provided that Landlord shall credit against such payments any amounts paid to Landlord as a consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this Article 10 shall be considered an express agreement governing any cause of damage or destruction to the Leased Property, or any portion thereof, and, to the maximum extent permitted by law, no local or State statute, laws, rules, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.

10.7 Waiver . Tenant hereby waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property, or any portion thereof.

ARTICLE 11

CONDEMNATION

11.1 Total Condemnation, Etc. If either (a) the whole of any Property shall be taken by Condemnation or (b) a Condemnation of less than the whole of any Property renders any Property Unsuitable for Its Permitted Use, this Agreement shall terminate with respect to such Property, and Tenant and Landlord shall seek the Award for their interests in the applicable Property as provided in Section 11.5 .

11.2 Partial Condemnation . In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a

complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2 . If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5 .

Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to

disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.

11.3 Abatement of Rent . Other than as specifically provided in this Agreement, this Agreement shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any Condemnation involving the Leased Property, or any portion thereof. The provisions of this Article 11 shall be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by law, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such a contingency shall have any application in such case.

11.4 Temporary Condemnation . In the event of any temporary Condemnation of any Property or Tenant’s interest therein, this Agreement shall continue in full force and effect and Tenant shall continue to pay (or cause to be paid), in the manner and on the terms herein specified, the full amount of the Rent. Tenant shall continue to perform and observe (or cause to be performed and observed) all of the other terms and conditions of this Agreement on the part of the Tenant to be performed and observed. Provided no Event of Default has occurred and is continuing, the entire amount of any Award made for such temporary Condemnation allocable to the Term, whether paid by way of damages, rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the termination of any such period of temporary Condemnation, at its sole cost and expense, restore the affected Property to the condition that existed immediately prior to such Condemnation, in material compliance with all applicable Legal Requirements, unless such period of temporary Condemnation shall extend beyond the expiration of the Term, in which event Tenant shall not be required to make such restoration.

11.5 Allocation of Award . Except as provided in Section 11.4 and the second sentence of this Section 11.5 , the total Award shall be solely the property of and payable to Landlord. Any portion of the Award made for the taking of Tenant’s leasehold interest in the Leased Property, loss of business during the remainder of the Term, the taking of Tenant’s

Personal Property, the taking of Capital Additions paid for by Tenant and Tenant’s removal and relocation expenses shall be the sole property of and payable to Tenant (subject to the provisions of Section 11.2 ). In any Condemnation proceedings, Landlord and Tenant shall each seek its own Award in conformity herewith, at its own expense.

ARTICLE 12

DEFAULTS AND REMEDIES

12.1 Events of Default . The occurrence of any one or more of the following events shall constitute an “ Event of Default ” hereunder:

(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due, which failure shall continue for at least five (5) Business Days after Notice from Landlord to Tenant; or

(b) should Tenant fail to maintain the insurance coverages required under Article 9 ; or

(c) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clauses (a) and (b) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided , however , that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional ninety (90) days in the aggregate) as may be necessary to cure such default with all due diligence; or

(d) should any material obligation of Tenant in respect of any Indebtedness for money borrowed or for any material property or services, or any guaranty relating thereto, be declared to be or become due and payable prior to the stated maturity thereof, or should there occur and be continuing with respect to any such Indebtedness any event of default under any instrument or agreement evidencing or securing the same, the effect of which is to

permit the holder or holders of such instrument or agreement or a trustee, agent or other representative on behalf of such holder or holders, to cause any such obligations to become due prior to its stated maturity; or

(e) should an event of default by Tenant, any Guarantor or any Affiliated Person as to Tenant or any Guarantor occur and be continuing beyond the expiration of any applicable cure period under any of the Incidental Documents; or

(f) should Tenant or any Guarantor generally not be paying its debts as they become due or should Tenant or any Guarantor make a general assignment for the benefit of creditors; or

(g) should any petition be filed by or against Tenant or any Guarantor under the Federal bankruptcy laws, or should any other proceeding be instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of Tenant’s debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or any Guarantor or for any substantial part of the property of Tenant or any Guarantor and such proceeding is not dismissed within one hundred eighty (180) days after institution thereof; or

(h) should Tenant or any Guarantor cause or institute any proceeding for its dissolution or termination; or

(i) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of (x) ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give notice to Landlord of the dispute but Tenant may defend in any suitable way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8 ); or

(j) should there occur any direct or indirect Change in Control of Tenant or any Guarantor; or

(k) should a final unappealable determination be made by the applicable Government Agency that Tenant shall have failed to comply with applicable Medicare and/or Medicaid regulations in the operation of any Facility, as a result of which failure Tenant is declared ineligible to receive reimbursements under the Medicare and/or Medicaid programs for such Facility; or

(l) should there occur an “Event of Default”, as defined therein, under the RMI Lease or either of the LTA GAMC Leases;

then, and in any such event, Landlord, in addition to all other remedies available to it, may terminate this Agreement with respect to any or all of the Leased Property by giving Notice thereof to Tenant and upon the expiration of the time, if any, fixed in such Notice, this Agreement shall terminate with respect to all or the designated portion of the Leased Property and all rights of Tenant under this Agreement with respect thereto shall cease. Landlord shall have and may exercise all rights and remedies available at law and in equity to Landlord as a result of Tenant’s breach of this Agreement.

Upon the occurrence of an Event of Default, Landlord may, in addition to any other remedies provided herein, enter upon the Leased Property, or any portion thereof, and take possession of any and all of Tenant’s Personal Property, if any, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and sell the same at public or private sale, after giving Tenant reasonable Notice of the time and place of any public or private sale, at which sale Landlord or its assigns may purchase all or any portion of Tenant’s Personal Property, if any, unless otherwise prohibited by law. Unless otherwise provided by law and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable Notice shall be met if such Notice is given at least ten (10) days before the date of sale. The proceeds from any such disposition, less all expenses incurred in connection with the taking of possession, holding and selling of such property (including, reasonable attorneys’ fees) shall be applied as a credit against the indebtedness which is secured by any Security Agreement granted by Tenant. Any surplus shall be paid to Tenant or as otherwise required by law and Tenant shall pay any deficiency to Landlord, as Additional Charges, upon demand.

12.2 Remedies . None of (a) the termination of this Agreement pursuant to Section 12.1 , (b) the repossession of the

Leased Property, or any portion thereof, (c) the failure of Landlord to relet the Leased Property, or any portion thereof, nor (d) the reletting of all or any of portion of the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property, or terminated portion thereof, through and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term of this Agreement in the absence of such termination, and whether or not the Leased Property, or any portion thereof, shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent (Additional Rent to be reasonably calculated by Landlord based on historical Gross Revenues) and other charges which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the Leased Property, or any portion thereof, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Agreement had not been so terminated with respect to such of the Leased Property.

At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages beyond the date of such termination, at Landlord’s election, Tenant shall pay to Landlord an amount equal to the present value (as reasonably determined by Landlord) of the excess, if any, of the Rent and other charges which would be payable hereunder from the date of such termination (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Impositions and Additional Rent would be the same as payments required for the immediately preceding twelve calendar months, or if less than twelve calendar months have expired since the applicable Commencement Date for any Property, the payments required for such lesser period projected to an annual amount) for what would be the then unexpired term of this Agreement if the same remained in effect, over the fair market rental for the same period. Nothing contained in this Agreement shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or

insolvency an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.

In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (a) relet the Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to relet the same, and (b) make such reasonable alterations, repairs and decorations in the Leased Property, or any portion thereof, as Landlord, in its sole and absolute discretion, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for any failure to relet all or any portion of the Leased Property, or, in the event that the Leased Property is relet, for failure to collect the rent under such reletting. To the maximum extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Leased Property, by reason of the occurrence and continuation of an Event of Default hereunder.

12.3 Tenant’s Waiver . IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2 , TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12 , AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.

12.4 Application of Funds . Any payments received by Landlord under any of the provisions of this Agreement during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenant’s current and past due obligations under this Agreement in such order as Landlord may determine or as may be prescribed by the laws of the State. Any balance shall be paid to Tenant.

12.5 Landlord’s Right to Cure Tenant’s Default . If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Leased Property, or any portion thereof, for such purpose and take all such action thereon as, in Landlord’s sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.

ARTICLE 13

HOLDING OVER

Any holding over by Tenant after the expiration or sooner termination of this Agreement shall be treated as a daily tenancy at sufferance at a rate equal to two (2) times the Minimum Rent and other charges herein provided (prorated on a daily basis). Tenant shall also pay to Landlord all damages (direct or indirect) sustained by reason of any such holding over. Otherwise, such holding over shall be on the terms and conditions set forth in this Agreement, to the extent applicable. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Agreement.

ARTICLE 14

LANDLORD DEFAULT

Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “ Landlord Default ” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder.

If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22 .

ARTICLE 15

PURCHASE RIGHTS

Landlord shall have the option to purchase Tenant’s Personal Property, at the expiration or sooner termination of this Agreement, for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, UCC-1 financing statements and other encumbrances to which Tenant’s Personal Property is subject. Upon the expiration or sooner termination of this Agreement, Tenant shall use its reasonable efforts to transfer and assign, or cause to be transferred and assigned, to Landlord or its designee, or assist Landlord or its designee in obtaining, any contracts, licenses, and certificates required for the then operation of the Leased Property. Notwithstanding the foregoing, Tenant expressly acknowledges and agrees that nothing contained in this Article 15 shall diminish, impair or otherwise modify Landlord’s rights under the Security Agreement and that any amounts paid by Landlord in order to purchase Tenant’s Personal Property in accordance with this

Article 15 shall be applied first to Tenant’s current and past due obligations under this Agreement in such order as Landlord may reasonably determine or as may be prescribed by the laws of the applicable State and any balance shall be paid to Tenant.

ARTICLE 16

SUBLETTING AND ASSIGNMENT

16.1 Subletting and Assignment . Except as provided in Section 16.3 , Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting.

For purposes of this Section 16.1 , an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant.

If this Agreement is assigned or if the Leased Property, or any portion thereof, is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1 , the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s

delivery to Landlord of (a) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (b) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (c) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (d) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder.

No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1 . No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

16.2 Required Sublease Provisions . Any sublease of all or any portion of the Leased Property shall provide (a) that it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (b) that in the event of termination of this Agreement or reentry or dispossession of Tenant by Landlord under this Agreement, Landlord may, at its option, terminate such sublease or take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at

Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Facility Mortgagee, as holder of a mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one (1) month’s rent, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the applicable Property, or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant unless actually delivered to Landlord by Tenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (c) in the event that such subtenant receives a written Notice from Landlord or any Facility Mortgagee stating that an Event of Default has occurred and is continuing, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may direct. All rentals received from such subtenant by Landlord or the Facility Mortgagee, as the case may be, shall be credited against the amounts owing by Tenant under this Agreement and such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in form and substance reasonably satisfactory to Landlord, shall be delivered promptly to Landlord and (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof and (y) in the case of either an assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder.

The provisions of this Section 16.2 shall not be deemed a waiver of the provisions set forth in the first paragraph of Section 16.1 .

16.3 Permitted Sublease . Notwithstanding the foregoing, including, without limitation, Section 16.2 , but subject to the provisions of Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance after Notice to Landlord, (a) enter into third party residency agreements with respect to the units located at the Facilities, (b) sublease space at any Property for laundry, commissary or child care purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not reduce the number of units at any Facility, will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Facility Mortgagee may reasonably require, and (c) enter into one or more subleases with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof, provided Tenant gives Landlord Notice of the material terms and conditions thereof. Landlord and Tenant acknowledge and agree that if Tenant enters into one (1) or more subleases with Affiliated Persons of Tenant with respect to any Property, or any portion thereof, in accordance with the preceding clause (c), Tenant may allocate the rent and other charges with respect to the affected Property in any reasonable manner; provided , however , that such allocation shall not affect Tenant’s (nor any Guarantor’s) liability for the Rent and other obligations of Tenant under this Agreement; and, provided , further , that Tenant shall give Landlord prompt written notice of any allocation or reallocation of the rent and other charges with respect to the affected Property and, in any event, Tenant shall give Landlord written notice of the amount of such allocations at least ten (10) Business Days prior to the date that Landlord or Senior Housing Properties Trust is required to file any tax returns in any State where such affected Property is located.

16.4 Sublease Limitation . Anything contained in this Agreement to the contrary notwithstanding, Tenant shall not sublet the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee, any other formula such that any portion of such sublease rental would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or

successor provision thereto or would otherwise disqualify Landlord for treatment as a real estate investment trust.

ARTICLE 17

ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS

17.1 Estoppel Certificates . At any time and from time to time, but not more than a reasonable number of times per year, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other an Officer’s Certificate certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that no Default or an Event of Default has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or mortgagee of the Leased Property, or any portion thereof, or the leasehold estate created hereby.

17.2 Financial Statements . Tenant shall furnish or cause Five Star to furnish, as applicable, the following statements to Landlord:

(a) within forty-five (45) days after each of the first three fiscal quarters of any Fiscal Year, the most recent Consolidated Financials, accompanied by a Financial Officer’s Certificate;

(b) within ninety (90) days after the end of each Fiscal Year, the most recent Consolidated Financials and financials of Tenant for such year, certified by an independent certified public accountant reasonably satisfactory to Landlord and accompanied by a Financial Officer’s Certificate;

(c) within forty-five (45) days after the end of each month, an unaudited operating statement and statement of capital expenditures prepared on a Facility by Facility basis and a combined basis, including occupancy percentages and average rate, accompanied by a Financial Officer’s Certificate;

(d) at any time and from time to time upon not less than twenty (20) days Notice from Landlord or such additional period as may be reasonable under the circumstances, any Consolidated Financials, Tenant financials or any other audited or unaudited financial reporting information required to be filed by Landlord with any securities and exchange commission, the SEC or any successor agency, or any other governmental authority, or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party, for purposes of compliance therewith; provided , however , that, except as to calculations pertaining to Gross Revenues, Tenant shall not be required to provide audited financials with respect to any individual Facility unless Landlord shall agree to pay for the cost thereof;

(e) promptly, after receipt or sending thereof, copies of all notices given or received by Tenant under any Management Agreement; and

(f) promptly, upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant and/or any Guarantor as Landlord reasonably may request from time to time.

Landlord may at any time, and from time to time, provide any Facility Mortgagee with copies of any of the foregoing statements, subject to Landlord obtaining the agreement of such Facility Mortgagee to maintain such statements and the information therein as confidential.

17.3 General Operations . Tenant covenants and agrees to furnish to Landlord, promptly upon request of Landlord, copies of:

(a) all licenses authorizing Tenant or any Manager to operate any Facility for its Permitted Use;

(b) all Medicare and Medicaid certifications, together with provider agreements and all material correspondence relating thereto with respect to any Facility (excluding, however, correspondence which may be subject to any attorney client privilege);

(c) if required under Applicable Laws with respect to any Facility, a license for each individual employed as administrator with respect to such Facility;

(d) all reports of surveys, statements of deficiencies, plans of correction, and all material correspondence relating thereto, including, without limitation, all reports and material correspondence concerning compliance with or enforcement of licensure, Medicare/Medicaid, and accreditation requirements, including physical environment and Life Safety Code survey reports (excluding, however, correspondence which may be subject to any attorney client privilege); and

(e) with reasonable promptness, such other confirmation as to the licensure and Medicare and Medicaid participation of Tenant as Landlord may reasonably request from time to time.

ARTICLE 18

LANDLORD’S RIGHT TO INSPECT

Tenant shall permit Landlord and its authorized representatives to inspect the Leased Property, or any portion thereof, during usual business hours upon not less than forty-eight (48) hours’ notice and to make such repairs as Landlord is permitted or required to make pursuant to the terms of this Agreement, provided that any inspection or repair by Landlord or its representatives will not unreasonably interfere with Tenant’s use and operation of the Leased Property and further provided that in the event of an emergency, as determined by Landlord in its reasonable discretion, prior Notice shall not be necessary.

ARTICLE 19

EASEMENTS

19.1 Grant of Easements . Provided no Event of Default has occurred and is continuing, Landlord will join in granting and, if necessary, modifying or abandoning such rights-of-way, easements and other interests as may be reasonably requested by Tenant for ingress and egress, and electric, telephone, gas, water, sewer and other utilities so long as:

(a) the instrument creating, modifying or abandoning any such easement, right-of-way or other interest is satisfactory to and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned);

(b) Landlord receives an Officer’s Certificate from Tenant stating (i) that such grant, modification or abandonment is not detrimental to the proper conduct of business on such Property, (ii) the consideration, if any, being paid for such grant, modification or abandonment (which consideration shall be paid by Tenant), (iii) that such grant, modification or abandonment does not impair the use or value of such Property for the Permitted Use, and (iv) that, for as long as this Agreement shall be in effect, Tenant will perform all obligations, if any, of Landlord under any such instrument; and

(c) Landlord receives evidence satisfactory to Landlord that the Manager has granted its consent to such grant, modification or abandonment in accordance with the requirements of such Manager’s Management Agreement or that such consent is not required.

19.2 Exercise of Rights by Tenant . So long as no Event of Default has occurred and is continuing, Tenant shall have the right to exercise all rights of Landlord under the Easement Agreements and, in connection therewith, Landlord shall execute and promptly return to Tenant such documents as Tenant shall reasonably request. Tenant shall perform all obligations of Landlord under the Easement Agreements.

19.3 Permitted Encumbrances . Any agreements entered into in accordance with this Article 19 shall be deemed a Permitted Encumbrance.

ARTICLE 20

FACILITY MORTGAGES

20.1 Landlord May Grant Liens . Without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement (“ Encumbrance ”) upon the Leased Property, or any portion thereof, or interest therein, to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance shall comply with the provisions of Article 8 and Section 20.2 .

20.2 Subordination of Lease . This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon

and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any such subordination, however, shall be subject to the provisions of, and conditioned upon receipt by Tenant of the nondisturbance agreement described in, the penultimate sentence of this Section 20.2 . Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “ Superior Lease ” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “ Superior Landlord ” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “ Superior Mortgage ” and the holder, trustee or beneficiary of a Superior Mortgage or any successor in interest thereto is herein called “ Superior Mortgagee ”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2 , unless Tenant shall agree otherwise pursuant to any agreement between Tenant and such Superior Landlord or Superior Mortgagee, as applicable.

shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.2(b) or with respect to any insurance proceeds or Awards), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant whereby such Superior Mortgagee or Superior Lessor, as applicable, shall agree to recognize Tenant’s possessory and other rights under this Agreement notwithstanding any foreclosure or lease termination, subject to the provisions of this Section 20.2 . Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b) , (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and (c) to recognize any reduction in Minimum Rent attributable to the provisions of Section 4.1.1(b) .

20.3 Notice to Mortgagee and Superior Landlord . Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Facility Mortgagee or Superior Landlord under a lease with Landlord, as ground lessee, which includes the Leased Property, or any portion thereof, as part of the demised premises and which complies with Section 20.1 (which

Notice shall be accompanied by a copy of the applicable mortgage or lease), no Notice from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with respect to a Facility Mortgagee or Superior Landlord unless and until a copy of the same is given to such Facility Mortgagee or Superior Landlord at the address set forth in the above described Notice, and the curing of any of Landlord’s defaults within the applicable notice and cure periods set forth in Article 14 by such Facility Mortgagee or Superior Landlord shall be treated as performance by Landlord.

ARTICLE 21

ADDITIONAL COVENANTS OF TENANT

21.1 Prompt Payment of Indebtedness . Tenant shall (a) pay or cause to be paid when due all payments of principal of and premium and interest on Tenant’s Indebtedness for money borrowed and shall not permit or suffer any such Indebtedness to become or remain in default beyond any applicable grace or cure period, (b) pay or cause to be paid when due all lawful claims for labor and rents with respect to the Leased Property, (c) pay or cause to be paid when due all trade payables and (d) pay or cause to be paid when due all other of Tenant’s Indebtedness upon which it is or becomes obligated, except, in each case, other than that referred to in clause (a), to the extent payment is being contested in good faith by appropriate proceedings in accordance with Article 8 and if Tenant shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, if appropriate, or unless and until foreclosure, distraint sale or other similar proceedings shall have been commenced.

21.2 Conduct of Business . Tenant shall not engage in any business other than the leasing and operation of the Leased Property (including any incidental or ancillary business relating thereto) and the leasing and operation of the leased property under the Other Leases (including any incidental or ancillary business relating thereto). Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its corporate existence and its rights and licenses necessary to conduct such business.

21.3 Maintenance of Accounts and Records . Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting

principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.

21.4 Notice of Litigation, Etc. Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.

21.5 Prohibited Transactions . Tenant shall not permit to exist or enter into any agreement or arrangement whereby it engages in a transaction of any kind with any Affiliated Person as to Tenant or any Guarantor, except on terms and conditions which are commercially reasonable.

ARTICLE 22

ARBITRATION

22.1 Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Agreement or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement (all of which are referred to as

“ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

22.2 Selection of Arbitrators . There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within 15 days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

22.3 Location of Arbitration . The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

22.4 Scope of Discovery . There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

22.5 Arbitration Award . In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

22.6 Costs . Except to the extent expressly provided by this Agreement or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

22.7 Final Judgment . The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

22.8 Payment . Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the 30 th day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

ARTICLE 23

MISCELLANEOUS

23.1 Limitation on Payment of Rent . All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed

the maximum permissible under Applicable Laws, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto , the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.

23.2 No Waiver . No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

23.3 Remedies Cumulative . To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant, now or hereafter provided either in this Agreement or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.

23.4 Severability . Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.

23.5 Acceptance of Surrender . No surrender to Landlord of this Agreement or of the Leased Property or any part thereof, or

of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.

23.6 No Merger of Title . It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Agreement or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly this Agreement or the leasehold estate created hereby and the fee estate or ground landlord’s interest in the Leased Property.

23.7 Conveyance by Landlord . If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.

23.8 Quiet Enjoyment . Tenant shall peaceably and quietly have, hold and enjoy the Leased Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under Landlord, but subject to (a) any Encumbrance permitted under Article 20 or otherwise permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenant’s ability to operate any Facility and (d) liens that have been consented to in writing by Tenant. Except as otherwise provided in this Agreement, no failure by Landlord to comply with the foregoing covenant shall give Tenant any right to cancel or terminate this Agreement or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Agreement, or to fail to perform any other obligation of Tenant hereunder.

23.9 No Recordation . Neither Landlord nor Tenant shall record this Agreement.

23.10 Notices .

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c) All such notices shall be addressed,

if to Landlord:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]

if to Tenant to:

c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses

effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

23.11 Construction . Anything contained in this Agreement to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. In no event shall Landlord be liable for any consequential damages suffered by Tenant as the result of a breach of this Agreement by Landlord. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each term or provision of this Agreement to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the provisions of this Agreement. Except as otherwise set forth in this Agreement, any obligations of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Agreement.

23.12 Counterparts; Headings . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Agreement are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.

23.13 Applicable Law, Etc. This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (a) where this Agreement is executed or delivered; or (b) where any payment or other performance required by this Agreement is made or required to be made; or (c) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (d) where any action or other proceeding is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the

laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than Massachusetts; or (g) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.

23.14 Right to Make Agreement . Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.

23.15 Attorneys’ Fees . If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

23.16 Nonliability of Trustees . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATIONS ”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

23.17 Addition of LTA GMAC Properties and RMI Properties . Landlord and Tenant expressly acknowledge and agree that, effective automatically upon the release of any LTA GMAC

Property or RMI Property from the financing which is secured by such Property, as applicable, such Property shall be added to and demised under this Agreement in accordance with the terms and conditions hereof, the Minimum Rent payable hereunder shall be increased by an amount equal to the Minimum Rent payable under the LTA GMAC Lease with respect to such LTA GMAC Property or under the RMI Lease with respect to such RMI Property, as applicable (as reasonably determined by Landlord and Tenant), and the Additional Rent payable hereunder shall be increased by the Additional Rent payable under the LTA GMAC Lease with respect to such LTA GMAC Property or under the RMI Lease with respect to such RMI Property, as applicable. The addition of such Property in accordance with the terms hereof shall be automatic without any requirement that Landlord or Tenant take any action or execute any document, instrument, amendment or confirmation with respect thereto. Notwithstanding the foregoing, Landlord and Tenant shall execute and deliver such documents, instruments, agreements and confirmations as the other party shall reasonably request with respect to the foregoing.

23.18 Original Leases . Landlord and Tenant acknowledge and agree that this Agreement amends and restates the Original Leases in their entirety with respect to the Leased Property as of the date of this Agreement and that this Agreement shall govern the rights and obligations of the parties with respect to the Leased Property from and after the date of this Agreement. Notwithstanding the foregoing, the Original Leases shall continue to govern the rights and obligations of the parties with respect to the Leased Property prior to the date of this Agreement.

IN WITNESS WHEREOF , the parties have executed this Agreement as a sealed instrument as of the date above first written.

	LANDLORD:

	SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SPTMNR PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SNH/LTA PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SPTIHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SNH CHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH/LTA PROPERTIES GA LLC


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	TENANT:

	FIVE STAR QUALITY CARE TRUST


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

SCHEDULE 1

Schedule omitted.

EXHIBITS A-1 THROUGH A-53

LAND

Certain Schedules and Exhibits to this agreement have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.

Exhibit 10.5

AMENDED AND RESTATED GUARANTY AGREEMENT

( LEASE NO. 1 )

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “ Guaranty ”) is entered into as of August 4, 2009 by FIVE STAR QUALITY CARE, INC. , a Maryland corporation (“ Guarantor ”), for the benefit of SNH CHS PROPERTIES TRUST, a Maryland real estate investment trust, SPTIHS PROPERTIES TRUST, a Maryland real estate investment trust, SPTMNR PROPERTIES TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES GA LLC, a Maryland limited liability company, and SNH SOMERFORD PROPERTIES TRUST, a Maryland real estate investment trust, collectively as landlord (“ Landlord ”).

W I T N E S S E T H :

WHEREAS, Guarantor and Landlord and certain affiliates of Landlord are parties to those certain Amended and Restated Guaranty Agreements, dated as of June 30, 2008 (collectively, the “ Original Guarantees ”); and

WHEREAS, the Original Guarantees guarantee all of the payment and performance obligations of the tenants under those certain Amended and Restated Lease Agreements, dated as of June 30, 2008, as further described in the Original Guarantees (collectively, the “ Original Leases ”); and

WHEREAS, the landlords and tenants under the Original Leases are conveying their interests in certain of the properties demised thereunder and, in connection therewith, they and certain of their affiliates are amending and restating the Original Leases into separate leases (collectively, the “ Restated Leases ”); and

WHEREAS , in connection with the execution and delivery of the Restated Leases, Guarantor, Landlord and certain affiliates of Landlord have agreed to amend and restate the Original Guarantees into separate guarantees that will each guaranty all of the payment and performance obligations of each tenant under a Restated Lease; and

WHEREAS , this Guaranty amends and restates the Original Guarantees with respect to that certain Amended and Restated Lease Agreement, dated as of the date hereof, between Landlord and Five Star Quality Care Trust, a Maryland business trust, as tenant (as the same may be amended, modified or supplemented from time to time, the “ Amended Lease No. 1 ”);

NOW, THEREFORE , in consideration of the foregoing and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

1. Certain Terms . Capitalized terms used and not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the Amended Lease No. 1. The Amended Lease No. 1 and the Incidental Documents are hereinafter collectively referred to as the “ Amended Lease No. 1 Documents ”.

2. Guaranteed Obligations . For purposes of this Guaranty the term “ Guaranteed Obligations ” shall mean the payment and performance of each and every obligation of Tenant to Landlord under the Amended Lease No. 1 Documents or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Amended Lease No. 1.

3. Representations and Covenants . Guarantor represents, warrants, covenants, and agrees that:

3.1 Incorporation of Representations and Warranties . The representations and warranties of Tenant and its Affiliated Persons set forth in the Amended Lease No. 1 Documents are true and correct on and as of the date hereof in all material respects.

3.2 Performance of Covenants and Agreements . Guarantor hereby agrees to take all lawful action in its power to cause Tenant duly and punctually to perform all of the covenants and agreements set forth in the Amended Lease No. 1 Documents.

3.3 Validity of Agreement . Guarantor has duly and validly executed and delivered this Guaranty; this Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Guaranty have been duly authorized by all requisite action of Guarantor and such execution, delivery and performance by Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets

of Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.

3.4 Payment of Expenses . Guarantor agrees, as principal obligor and not as guarantor only, to pay to Landlord forthwith, upon demand, in immediately available federal funds, all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred or expended by Landlord in connection with the enforcement of this Guaranty, together with interest on amounts recoverable under this Guaranty from the time such amounts become due until payment at the Overdue Rate. Guarantor’s covenants and agreements set forth in this Section 3.4 shall survive the termination of this Guaranty.

3.5 Notices . Guarantor shall promptly give notice to Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.

3.6 Reports . Guarantor shall promptly provide to Landlord each of the financial reports, certificates and other documents required of it under the Amended Lease No. 1 Documents.

3.7 Books and Records . Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its transactions in accordance with generally accepted accounting principles and shall set aside on its books from its earnings for each fiscal year all such proper reserves, including reserves for depreciation, depletion, obsolescence and amortization of its properties during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Guarantor shall permit access by Landlord and its agents to the books and records maintained by Guarantor during normal business hours and upon reasonable notice. Any proprietary information obtained by Landlord with respect to Guarantor pursuant to the provisions of this Guaranty shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to any court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided

that Landlord shall direct such lenders to maintain such information as confidential.

3.8 Taxes, Etc . Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon Guarantor or the income of Guarantor or upon any of the property, real, personal or mixed, of Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien or charge upon any property and result in a material adverse change in the financial condition of Guarantor; provided , however , that Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if Guarantor shall have set aside on its books such reserves of Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.

3.9 Legal Existence of Guarantor . Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

3.10 Compliance . Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls).

3.11 Insurance . Guarantor shall maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by Guarantor.

3.12 No Change in Control . Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

4. Guarantee . Guarantor hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether

upon demand, at the stated or accelerated maturity thereof pursuant to any Amended Lease No. 1 Document, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Amended Lease No. 1 Documents. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, Guarantor shall, in the case of monetary obligations, within five (5) Business Days after receipt of notice from Landlord, pay or cause to be paid to Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Amended Lease No. 1 Documents) or, in the case of non-monetary obligations, perform or cause to be performed such obligations in accordance with the Amended Lease No. 1 Documents.

5. Set-Off . Guarantor hereby authorizes Landlord, at any time and without notice, to set off the whole or any portion or portions of any or all sums credited by or due from Landlord to it against amounts payable under this Guaranty. Landlord shall promptly notify Guarantor of any such set-off made by Landlord and the application made by Landlord of the proceeds thereof.

6. Unenforceability of Guaranteed Obligations, Etc. If Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Amended Lease No. 1 Documents), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of any Transaction Document or any limitation on the liability of Tenant thereunder not contemplated by the Amended Lease No. 1 Documents or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Guaranty shall nevertheless remain in full force and effect and shall be binding upon Guarantor to the same extent as if Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.

7. Additional Guarantees . This Guaranty shall be in addition to any other guarantee or other security for the

Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.

8. Consents and Waivers, Etc. Guarantor hereby acknowledges receipt of correct and complete copies of each of the Amended Lease No. 1 Documents, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any principal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of this Guaranty and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or Event of Default under any of the Guaranteed Obligations or the Amended Lease No. 1 Documents, (d) notice of the terms, time and place of any private or public sale of any collateral held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Amended Lease No. 1 Documents, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the extent Guarantor lawfully may do so, any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Guaranty, or any of the Amended Lease No. 1 Documents or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Amended Lease No. 1 Documents).

or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Amended Lease No. 1 Documents or any other instrument or agreement relating to the Guaranteed Obligations or of the time for performance by Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by Landlord or any other holder of such Guaranteed Obligations to Tenant, Guarantor’s obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all of the assets of Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting Tenant or any other guarantor or any assets of Tenant or any such other guarantor, or the release or discharge of Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.

10. Reimbursement, Subrogation, Etc. Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against Tenant (or any other person against whom Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Amended Lease No. 1 Documents, and until all indebtedness of Tenant to Landlord shall have been paid in full, Guarantor shall not have any right of subrogation, and Guarantor waives any defense it may have based upon any election of remedies by Landlord which destroys its subrogation rights or its rights to proceed against Tenant for reimbursement, including, without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to Landlord. Until all obligations of Tenant pursuant to the Amended Lease No. 1 Documents shall have been paid and satisfied in full, Guarantor further waives any right to enforce any remedy which Landlord now has or may in the future have against Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by Landlord.

11. Defeasance . This Guaranty shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of Guarantor to Landlord under this Guaranty have been satisfied in full; provided , however , if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Tenant), this Guaranty, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination.

12. Notices .

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Guaranty shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Guaranty upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Guaranty a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

if to Landlord to:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[ Telecopier No. (617) 796-8349]

if to Guarantor to:

Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Guaranty to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

13. Successors and Assigns . Whenever in this Guaranty any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, including without limitation the holders, from time to time, of the Guaranteed Obligations; and all representations, warranties, covenants and agreements by or on behalf of Guarantor which are contained in this Guaranty shall inure to the benefit of Landlord’s successors and assigns, including without limitation said holders, whether so expressed or not.

14. Applicable Law . Except as to matters regarding the internal affairs of Landlord and issues of or limitations on any personal liability of the shareholders and trustees of Landlord for obligations of Landlord, as to which the laws of the state of Landlord’s organization shall govern, this Guaranty shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (a) where any such instrument is executed or delivered; or (b) where any payment or other performance required by any such instrument is made or required to be made; or (c) where any breach of any provision of any such instrument occurs, or any cause of action otherwise accrues; or (d) where any action or other proceeding is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than The Commonwealth of Massachusetts; or (g) any combination of the foregoing.

15. Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating

to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not

be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

16. Modification of Agreement . No modification or waiver of any provision of this Guaranty, nor any consent to any departure by Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by Landlord, and such modification, waiver or consent shall be effective only in the specific instances and for the purpose for which given. No notice to or demand on Guarantor in any case shall entitle Guarantor to any other or further notice or demand

in the same, similar or other circumstances. This Guaranty may not be amended except by an instrument in writing executed by or on behalf of the party against whom enforcement of such amendment is sought.

17. Waiver of Rights by Landlord . Neither any failure nor any delay on Landlord’s part in exercising any right, power or privilege under this Guaranty shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.

18. Severability . In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, but this Guaranty shall be reformed and construed and enforced to the maximum extent permitted by applicable law.

19. Entire Contract . This Guaranty constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

20. Headings; Counterparts . Headings in this Guaranty are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument, and in pleading or proving any provision of this Guaranty, it shall not be necessary to produce more than one of such counterparts.

21. Remedies Cumulative . No remedy herein conferred upon Landlord is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

23. Original Guarantees . Guarantor and Landlord acknowledge and agree that this Guaranty amends and restates the Original Guarantees in their entirety with respect to the Guaranteed Obligations and that this Guaranty shall govern the rights and obligations of Guarantor with respect to the Guaranteed Obligations from and after the date of this Guaranty. Notwithstanding the foregoing, the Original Guarantees shall continue to govern the rights and obligations of Guarantor with respect to the “Guaranteed Obligations” (as defined in the Original Guarantees) prior to the date of this Guaranty and nothing contained in this Guaranty shall operate to release Guarantor from any such rights or obligations.

[Remainder of page intentionally left blank.]

WITNESS the execution hereof under seal as of the date above first written.

	FIVE STAR QUALITY CARE, INC.


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS GUARANTY BY GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23 OF THIS GUARANTY.

	SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPTMNR PROPERTIES TRUST, SNH/LTA PROPERTIES TRUST, SNH/LTA PROPERTIES GA LLC, and SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President of each of the foregoing entities

[SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTY AGREEMENT (LEASE NO. 1)]

Exhibit 10.6

AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 2),

dated as of August 4, 2009,

by and among

CERTAIN AFFILIATES OF SENIOR HOUSING PROPERTIES TRUST,

AS LANDLORD,

AND

CERTAIN AFFILIATES OF FIVE STAR QUALITY CARE, INC.,

AS TENANT

Table of Contents

		Page

ARTICLE 1	DEFINITIONS	1
1.1	“AAA”	2
1.2	“Additional Charges”	2
1.3	“Additional Rent”	2
1.4	“Affiliated Person”	2
1.5	“Agreement”	2
1.6	“Applicable Laws”	2
1.7	“Arbitration Award”	3
1.8	“Award”	3
1.9	“Base Gross Revenues”	3
1.10	“Business Day”	3
1.11	“Capital Addition”	4
1.12	“Capital Expenditure”	4
1.13	“Change in Control”	4
1.14	“Claim”	5
1.15	“Code”	5
1.16	“Commencement Date”	5
1.17	“Condemnation”	5
1.18	“Condemnor”	5
1.19	“Consolidated Financials”	5
1.20	“Date of Taking”	5
1.21	“Default”	6
1.22	“Disbursement Rate”	6
1.23	“Disputes”	6
1.24	“Easement Agreement”	6
1.25	“Encumbrance”	6
1.26	“Entity”	6
1.27	“Environment”	6
1.28	“Environmental Obligation”	6
1.29	“Environmental Notice”	6
1.30	“Event of Default”	6
1.31	“Excess Gross Revenues”	6
1.32	“Extended Term”	7
1.33	“Facility”	7
1.34	“Facility Mortgage”	7
1.35	“Facility Mortgagee”	7
1.36	“Facility Trade Names”	7
1.37	“Financial Officer’s Certificate”	7
1.38	“Fiscal Year”	8
1.39	“Five Star”	8
1.40	“Fixed Term”	8
1.41	“Fixtures”	8
1.42	“GAAP”	8
1.43	“Government Agencies”	8
1.44	“Gross Revenues”	8
1.45	“Guarantor”	9
1.46	“Guaranty”	9
1.47	“Hazardous Substances”	10
1.48	“Immediate Family”	11
1.49	“Impositions”	11
1.50	“Incidental Documents”	12
1.51	“Indebtedness”	12
1.52	“Insurance Requirements”	12

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1.53	“Interest Rate”	12
1.54	“Land”	12
1.55	“Landlord”	12
1.56	“Landlord Default”	12
1.57	“Landlord Liens”	12
1.58	“Lease Year”	13
1.59	“Leased Improvements”	13
1.60	“Leased Intangible Property”	13
1.61	“Leased Personal Property”	13
1.62	“Leased Property”	13
1.63	“Legal Requirements”	13
1.64	“Lien”	14
1.65	“Manager”	14
1.66	“Management Agreement”	14
1.67	“Minimum Rent”	14
1.68	“Notice”	14
1.69	“Officer’s Certificate”	14
1.70	“Original Leases”	14
1.71	“Other Leases”	14
1.72	“Overdue Rate”	15
1.73	“Parent”	15
1.74	“Permitted Encumbrances”	15
1.75	“Permitted Use”	15
1.76	“Person”	15
1.77	“Pledge Agreement”	15
1.78	“Property”	15
1.79	“Provider Agreements”	15
1.80	“Regulated Medical Wastes”	16
1.81	“Rehabilitation Hospital Properties”	16
1.82	“Rent”	16
1.83	“Rules”	16
1.84	“SEC”	16
1.85	“Security Agreement”	16
1.86	“Senior Housing Properties”	16
1.87	“State”	16
1.88	“Subordinated Creditor”	16
1.89	“Subordination Agreement”	16
1.90	“Subsidiary”	17
1.91	“Successor Landlord”	17
1.92	“Tenant”	17
1.93	“Tenant’s Personal Property”	17
1.94	“Term”	17
1.95	“Third Party Payor Programs”	17
1.96	“Third Party Payors”	17
1.97	“Unsuitable for Its Permitted Use”	17
1.98	“Work”	18
ARTICLE 2	LEASED PROPERTY AND TERM	18
2.1	Leased Property	18
2.2	Condition of Leased Property	19
2.3	Fixed Term	20
2.4	Extended Terms	20

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2.5	Limitations on Term	21
ARTICLE 3	RENT	21
3.1	Rent	21
3.2	Late Payment of Rent, Etc.	28
3.3	Net Lease	28
3.4	No Termination, Abatement, Etc.	28
ARTICLE 4	USE OF THE LEASED PROPERTY	29
4.1	Permitted Use	29
4.2	Compliance with Legal/Insurance Requirements, Etc.	31
4.3	Compliance with Medicaid and Medicare Requirements	32
4.4	Environmental Matters	32
ARTICLE 5	MAINTENANCE AND REPAIRS	34
5.1	Maintenance and Repair	34
5.2	Tenant’s Personal Property	36
5.3	Yield Up	37
5.4	Management Agreement	39
ARTICLE 6	IMPROVEMENTS, ETC.	39
6.1	Improvements to the Leased Property	39
6.2	Salvage	40
ARTICLE 7	LIENS	40
ARTICLE 8	PERMITTED CONTESTS	40
ARTICLE 9	INSURANCE AND INDEMNIFICATION	41
9.1	General Insurance Requirements	41
9.2	Waiver of Subrogation	42
9.3	Form Satisfactory, Etc.	42
9.4	No Separate Insurance; Self-Insurance	43
9.5	Indemnification of Landlord	43
ARTICLE 10	CASUALTY	44
10.1	Insurance Proceeds	44
10.2	Damage or Destruction	45
10.3	Damage Near End of Term	47
10.4	Tenant’s Property	47
10.5	Restoration of Tenant’s Property	47
10.6	No Abatement of Rent	48
10.7	Waiver	48
ARTICLE 11	CONDEMNATION	48
11.1	Total Condemnation, Etc.	48
11.2	Partial Condemnation	48
11.3	Abatement of Rent	50
11.4	Temporary Condemnation	50
11.5	Allocation of Award	50
ARTICLE 12	DEFAULTS AND REMEDIES	51
12.1	Events of Default	51
12.2	Remedies	53
12.3	Tenant’s Waiver	55
12.4	Application of Funds	55
12.5	Landlord’s Right to Cure Tenant’s Default	55
12.6	Trade Names	56

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ARTICLE 13	HOLDING OVER	56
ARTICLE 14	LANDLORD DEFAULT	57
ARTICLE 15	PURCHASE RIGHTS	57
ARTICLE 16	SUBLETTING AND ASSIGNMENT	58
16.1	Subletting and Assignment	58
16.2	Required Sublease Provisions	60
16.3	Permitted Sublease	61
16.4	Sublease Limitation	62
ARTICLE 17	ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS	62
17.1	Estoppel Certificates	62
17.2	Financial Statements	62
17.3	General Operations	64
ARTICLE 18	LANDLORD’S RIGHT TO INSPECT	65
ARTICLE 19	EASEMENTS	65
19.1	Grant of Easements	65
19.2	Exercise of Rights by Tenant	66
19.3	Permitted Encumbrances	66
ARTICLE 20	FACILITY MORTGAGES	66
20.1	Landlord May Grant Liens	66
20.2	Subordination of Lease	66
20.3	Notice to Mortgagee and Superior Landlord	68
ARTICLE 21	ADDITIONAL COVENANTS OF TENANT	69
21.1	Prompt Payment of Indebtedness	69
21.2	Conduct of Business	69
21.3	Maintenance of Accounts and Records	69
21.4	Notice of Litigation, Etc.	70
21.5	Prohibited Transactions	70
21.6	Notice of Change of Name, Etc.	70
ARTICLE 22	ARBITRATION	70
22.1	Disputes	70
22.2	Selection of Arbitrators	71
22.3	Location of Arbitration	71
22.4	Scope of Discovery	71
22.5	Arbitration Award	71
22.6	Costs	72
22.7	Final Judgment	72
22.8	Payment	72
ARTICLE 23	MISCELLANEOUS	73
23.1	Limitation on Payment of Rent	73
23.2	No Waiver	73
23.3	Remedies Cumulative	73
23.4	Severability	73
23.5	Acceptance of Surrender	74
23.6	No Merger of Title	74
23.7	Conveyance by Landlord	74
23.8	Quiet Enjoyment	74
23.9	No Recordation	75
23.10	Notices	75
23.11	Construction	76

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23.12	Counterparts; Headings	76
23.13	Applicable Law, Etc.	77
23.14	Right to Make Agreement	77
23.15	Attorneys’ Fees	77
23.16	Nonliability of Trustees	78
23.17	Original Leases	78

AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 2)

THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT is entered into as of August 4, 2009 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “ Landlord ”), and each of the parties identified on the signature pages hereof as a tenant (jointly and severally, “ Tenant ”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant are parties to certain Amended and Restated Master Lease Agreements, dated as of June 30, 2008 (collectively, the “ Original Leases ”); and

ARTICLE 1

DEFINITIONS

1.1 “ AAA ” shall have the meaning given such term in Section 22.1 .

1.2 “ Additional Charges ” shall have the meaning given such term in Section 3.1.3 .

1.3 “ Additional Rent ” shall have the meaning given such term in Section 3.1.2(a) .

1.4 “ Affiliated Person ” shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).

1.5 “ Agreement ” shall mean this Amended and Restated Master Lease Agreement (Lease No. 2), including all schedules and exhibits attached hereto, as it and they may be amended from time to time as herein provided.

1.6 “ Applicable Laws ” shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, or the protection of, real or personal property or human health or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage,

disposal, transport or handling of Hazardous Substances or Regulated Medical Wastes, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.

1.7 “ Arbitration Award ” shall have the meaning given such term in Section 22.5 .

1.8 “ Award ” shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of any Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).

1.9 “ Base Gross Revenues ” shall mean the Gross Revenues with respect to each Senior Housing Property, for the respective calendar years or the respective dollar amount set forth on Schedule 1 attached hereto and made a part hereof, as applicable; provided , however , that in the event that, with respect to any Lease Year, or portion thereof, for any reason (including, without limitation, a casualty or Condemnation) there shall be a reduction in the number of units available at any Facility located at the applicable Property or in the services provided at such Facility from the number of such units or the services on the applicable Commencement Date, in determining Additional Rent payable with respect to such Property for such Lease Year, Base Gross Revenues shall be reduced as follows: (a) in the event of a partial closing of any Facility affecting the number of units, or the services provided, at such Facility, Gross Revenues attributable to units or services at such Facility shall be ratably allocated among all units in service at such Facility on the applicable Commencement Date and all such Gross Revenues attributable to units no longer in service shall be subtracted from Base Gross Revenues throughout the period of such closing; and (b) in the event of any other change in circumstances affecting any Facility, Base Gross Revenues shall be equitably adjusted in such manner as Landlord and Tenant shall reasonably agree.

1.10 “ Business Day ” shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.11 “ Capital Addition ” shall mean, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.

1.12 “ Capital Expenditure ” shall mean any expenditure treated as capital in nature in accordance with GAAP.

1.13 “ Change in Control ” shall mean (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of Tenant or any Guarantor, as the case may be, or the power to direct the management and policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of Tenant or any Guarantor with or into any Person or the merger or consolidation of any Person into Tenant or any Guarantor (other than the merger or consolidation of any Person into Tenant or any Guarantor that does not result in a Change in Control of Tenant or such Guarantor under clauses (a), (c), (d), (e) or (f) of this definition), (c) any one or more sales, conveyances, dividends or distributions to any Person of all or any material portion of the assets (including capital stock or other equity interests) or business of Tenant or any Guarantor, whether or not otherwise a Change in Control, (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on the date hereof) constituted the board of directors of Tenant or any Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of Tenant or such Guarantor was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved, but excluding any individual whose initial nomination for, or assumption of, office as a member of such board of directors occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any Person other than a solicitation for the election of one or more directors by or on behalf of the board of directors) to constitute a majority of the board of directors of Tenant or such Guarantor then in office, or (e) the adoption of any proposal (other than a precatory proposal) by Tenant or any Guarantor not approved by vote of a majority of the directors of Tenant or any Guarantor, as the case may be, in office immediately prior to the making of such proposal, or (f) the election to the board of directors of Tenant or any

Guarantor of any individual not nominated or appointed by vote of a majority of the directors of Tenant or such Guarantor in office immediately prior to the nomination or appointment of such individual.

1.14 “ Claim ” shall have the meaning given such term in Article 8 .

1.15 “ Code ” shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as from time to time amended.

1.16 “ Commencement Date ” shall mean, with respect to each Property, the calendar date specified as the Commencement Date with respect to such Property on Schedule 1 attached hereto and made a part hereof.

1.17 “ Condemnation ” s hall mean, with respect to any Property, or any portion thereof, (a) the exercise of any governmental power with respect to such Property, whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of such Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (c) a taking or voluntary conveyance of such Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting such Property, whether or not the same shall have actually been commenced.

1.18 “ Condemnor ” shall mean any public or quasi-public Person, having the power of Condemnation.

1.19 “ Consolidated Financials ” shall mean, for any Fiscal Year or other accounting period of Five Star, annual audited and quarterly unaudited financial statements of Five Star prepared on a consolidated basis, including Five Star’s consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.

1.20 “ Date of Taking ” shall mean, with respect to any Property, the date the Condemnor has the right to possession of such Property, or any portion thereof, in connection with a Condemnation.

1.21 “ Default ” shall mean any event or condition which with the giving of notice and/or lapse of time would ripen into an Event of Default.

1.22 “ Disbursement Rate ” shall mean an annual rate of interest, as of the date of determination, equal to the greater of (a) eight percent (8%) and (b) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred (300) basis points; provided , however , that in no event shall the Disbursement Rate exceed eleven and one-half percent (11.5%).

1.23 “ Disputes ” shall have the meaning given such term in Section 22.1 .

1.24 “ Easement Agreement ” shall mean any conditions, covenants and restrictions, easements, declarations, licenses and other agreements which are Permitted Encumbrances and such other agreements as may be granted in accordance with Section 19.1 .

1.25 “ Encumbrance ” shall have the meaning given such term in Section 20.1 .

1.26 “ Entity ” shall mean any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.

1.27 “ Environment ” shall mean soil, surface waters, ground waters, land, stream, sediments, surface or subsurface strata and ambient air.

1.28 “ Environmental Obligation ” shall have the meaning given such term in Section 4.4.1 .

1.29 “ Environmental Notice ” shall have the meaning given such term in Section 4.4.1 .

1.30 “ Event of Default ” shall have the meaning given such term in Section 12.1 .

1.31 “ Excess Gross Revenues ” shall mean, with respect to each Senior Housing Property, the amount of Gross Revenues for any Lease Year, or portion thereof, in excess of Base Gross

Revenues or the pro-rated portion thereof in the case of a Lease Year which is not a full twelve-month period.

1.32 “ Extended Term ” shall have the meaning given such term in Section 2.4 .

1.33 “ Facility ” shall mean, with respect to any Property, the skilled nursing/intermediate care/independent living/assisted living/special care/group home facility or the rehabilitation hospital being operated or proposed to be operated on such Property , and specifically including, without limitation, (a) with respect to the Facility known as New England Rehabilitation Hospital in Woburn, Massachusetts, the right to operate the 198 beds licensed at such Facility, (b) with respect to the Facility known as Braintree Rehabilitation Hospital in Braintree, Massachusetts, the right to operate the 187 beds licensed at such Facility, and (c) any other tangible or intangible rights associated with, or incidental to, any licenses, registrations and permits used by such hospitals in the conduct of their business and provision of patient services.

1.34 “ Facility Mortgage ” shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with Article 20 .

1.35 “ Facility Mortgagee ” shall mean the holder of any Facility Mortgage.

1.36 “ Facility Trade Names ” shall mean, with respect to the Rehabilitation Hospital Properties, any of the names under which Tenant operates, or has operated, the Facility at such Property at any time during the Term.

1.37 “ Financial Officer’s Certificate ” shall mean, as to any Person, a certificate of the chief executive officer, chief financial officer or chief accounting officer (or such officers’ authorized designee) of such Person, duly authorized, accompanying the financial statements required to be delivered by such Person pursuant to Section 17.2 , in which such officer shall certify (a) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of such Person at and as of the dates thereof and the results of its and their operations for the periods covered thereby, and (b) in the event that the certifying party is an officer of Tenant and the certificate is

being given in such capacity, that no Event of Default has occurred and is continuing hereunder.

1.38 “ Fiscal Year ” shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.

1.39 “ Five Star ” shall mean Five Star Quality Care, Inc., a Maryland corporation, and its permitted successors and assigns.

1.40 “ Fixed Term ” shall have the meaning given such term in Section 2.3 .

1.41 “ Fixtures ” shall have the meaning given such term in Section 2.1(d) .

1.42 “ GAAP ” shall mean generally accepted accounting principles consistently applied.

1.43 “ Government Agencies ” shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Facility operated thereon.

1.44 “ Gross Revenues ” shall mean, with respect to each Senior Housing Property, for each Fiscal Year during the Term, in the aggregate, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all units, beds and other facilities provided, meals served, services performed, space or facilities subleased or goods sold on such Property, or any portion thereof, including, without limitation, any other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; provided , however , that Gross Revenues shall not include the following: revenue from professional fees or charges by physicians and unaffiliated providers of services, when and to the extent such charges are paid over to such physicians and unaffiliated

providers of services, or are separately billed and not included in comprehensive fees; contractual allowances (relating to any period during the Term) for billings not paid by or received from the appropriate governmental agencies or third party providers; allowances according to GAAP for uncollectible accounts, including credit card accounts and charity care or other administrative discounts; all proper patient billing credits and adjustments according to GAAP relating to health care accounting; provider discounts for hospital or other medical facility utilization contracts and credit card discounts; any amounts actually paid by Tenant for the cost of any federal, state or local governmental programs imposed specially to provide or finance indigent patient care; federal, state or municipal excise, sales, use, occupancy or similar taxes collected directly from patients, clients or residents or included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); Award proceeds (other than for a temporary Condemnation); revenues attributable to services actually provided off-site or otherwise away from such Property, such as home health care, to persons that are not patients, clients or residents at such Property; revenues attributable to child care services provided primarily to employees of such Property; any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Facility located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; reimbursements for provider, bed or occupancy taxes charged by any Governmental Agency to the extent previously included in Gross Revenues; and interest income from any bank account or investment of Tenant.

1.45 “ Guarantor ” shall mean Five Star and each and every other guarantor of Tenant’s obligations under this Agreement, and each such guarantor’s successors and assigns.

1.46 “ Guaranty ” shall mean any guaranty agreement executed by a Guarantor in favor of Landlord pursuant to which the payment or performance of Tenant’s obligations under this Agreement are guaranteed, together with all modifications, amendments and supplements thereto.

1.47 “ Hazardous Substances ” shall mean any substance:

(a) the presence of which requires or may hereafter require notification, investigation or remediation under any federal, state or local statute, regulation, rule, ordinance, order, action or policy; or

(b) which is or becomes defined as a “hazardous waste”, “hazardous material” or “hazardous substance” or “pollutant” or “contaminant” under any present or future federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq .) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq .) and the regulations promulgated thereunder; or

(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision thereof; or

(d) the presence of which on any Property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such Property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such Property, or any portion thereof, or to the health or safety of persons on or about such Property, or any portion thereof; or

(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or

(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

(g) without limitation, which contains or emits radioactive particles, waves or material; or

(h) without limitation, constitutes Regulated Medical Wastes.

1.48 “ Immediate Family ” shall mean, with respect to any individual, such individual’s spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.

1.49 “ Impositions ” shall mean, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), ground rents (including any minimum rent under any ground lease, and any additional rent or charges thereunder), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Tenant (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (a) Landlord’s interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; provided , however , that nothing contained herein shall be construed to require Tenant to pay and the term “Impositions” shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Facility Mortgage) or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.1.3 ,

(vi) any impositions imposed on Landlord that are a result of Landlord not being considered a “United States person” as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement governing Landlord’s conduct or operation or as a result of the negligence or willful misconduct of Landlord.

1.50 “ Incidental Documents ” shall mean, collectively, any Guaranty, any Security Agreement and any Pledge Agreement.

1.51 “ Indebtedness ” shall mean all obligations, contingent or otherwise, which in accordance with GAAP should be reflected on the obligor’s balance sheet as liabilities.

1.52 “ Insurance Requirements ” shall mean all terms of any insurance policy required by this Agreement and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant, any Manager or the Leased Property.

1.53 “ Interest Rate ” shall mean, with respect to each Property, the per annum interest rate specified as the Interest Rate with respect to such Property on Schedule 1 attached hereto and made a part hereof.

1.54 “ Land ” shall have the meaning given such term in Section 2.1(a) .

1.55 “ Landlord ” shall have the meaning given such term in the preambles to this Agreement and shall also include their respective successors and assigns.

1.56 “ Landlord Default ” shall have the meaning given such term in Article 14 .

1.57 “ Landlord Liens ” shall mean liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens

in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided , however , that “ Landlord Lien ” shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.

1.58 “ Lease Year ” shall mean any Fiscal Year or portion thereof during the Term.

1.59 “ Leased Improvements ” shall have the meaning given such term in Section 2.1(b) .

1.60 “ Leased Intangible Property ” shall mean all agreements, service contracts, equipment leases, booking agreements and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits, trade names, service marks, telephone exchange numbers identified with the Leased Property, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.

1.61 “ Leased Personal Property ” shall have the meaning given such term in Section 2.1(e) .

1.62 “ Leased Property ” shall have the meaning given such term in Section 2.1 .

1.63 “ Legal Requirements ” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations, certificates of need, authorizations and regulations necessary

to operate any Property for its Permitted Use, and (b) all covenants, agreements, restrictions and encumbrances contained in any instruments at any time in force affecting any Property, including those which may (i) require material repairs, modifications or alterations in or to any Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlord’s status as a real estate investment trust.

1.64 “ Lien ” shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of general creditors.

1.65 “ Manager ” shall mean, with respect to any Property, the operator or manager under any Management Agreement from time to time in effect with respect to such Property, and its permitted successors and assigns.

1.66 “ Management Agreement ” shall mean, with respect to any Property, any operating or management agreement from time to time entered into by Tenant with respect to such Property in accordance with the applicable provisions of this Agreement, together with all amendments, modifications and supplements thereto.

1.67 “ Minimum Rent ” shall mean the sum of Forty Nine Million Nine Hundred Sixty Four Thousand and Two and 00/100s Dollars ($49,964,002.00) per annum.

1.68 “ Notice ” shall mean a notice given in accordance with Section 23.10 .

1.69 “ Officer’s Certificate ” shall mean a certificate signed by an officer or other duly authorized individual of the certifying Entity duly authorized by the board of directors or other governing body of the certifying Entity.

1.70 “ Original Leases ” shall have the meaning given such term in the recitals to this Agreement.

1.71 “ Other Leases ” shall mean (i) that certain Amended and Restated Master Lease Agreement (Lease No. 1), dated as of the date hereof, by and among certain Affiliated Persons of Senior Housing Properties Trust, as landlord, and Five Star Quality Care Trust, as tenant, and (ii) that certain Amended and

Restated Master Lease Agreement (Lease No. 4), dated as of the date hereof, by and among certain Affiliated Persons of Senior Housing Properties Trust, as landlord, and certain Affiliated Persons of Five Star, as tenant.

1.72 “ Overdue Rate ” shall mean, on any date, a per annum rate of interest equal to the lesser of fifteen percent (15%) and the maximum rate then permitted under Applicable Laws.

1.73 “ Parent ” shall mean, with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.

1.74 “ Permitted Encumbrances ” shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owner’s or leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord from time to time.

1.75 “ Permitted Use ” shall mean, with respect to any Property, any use of such Property permitted pursuant to Section 4.1.1 .

1.76 “ Person ” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

1.77 “ Pledge Agreement ” shall mean, collectively, any pledge agreement made in favor of Landlord with respect to the stock or other equity interests of Tenant or any assignee, subtenant or other transferee, as it or they may be amended, restated, supplemented or otherwise modified from time to time.

1.78 “ Property ” shall have the meaning given such term in Section 2.1 .

1.79 “ Provider Agreements ” shall mean all participation, provider and reimbursement agreements or arrangements now or hereafter in effect for the benefit of Tenant or any Manager in connection with the operation of any Facility relating to any right of payment or other claim arising out of or in connection with Tenant’s participation in any Third Party Payor Program.

1.80 “ Regulated Medical Wastes ” shall mean all materials generated by Tenant, subtenants, patients, occupants or the operators of the Leased Property which are now or may hereafter be subject to regulation pursuant to the Material Waste Tracking Act of 1988, or any Applicable Laws promulgated by any Government Agencies.

1.81 “ Rehabilitation Hospital Properties ” shall mean, collectively, the Property which includes the Facility known as New England Rehabilitation Hospital in Woburn, Massachusetts, and the Property which includes the Facility known as the Braintree Rehabilitation Hospital in Braintree, Massachusetts.

1.82 “ Rent ” shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.

1.83 “ Rules ” shall have the meaning given such term in Section 22.1 .

1.84 “ SEC ” shall mean the Securities and Exchange Commission.

1.85 “ Security Agreement ” shall mean, collectively, any security agreement made by Tenant or any assignee, subtenant or other transferee for the benefit of Landlord, as it or they may be amended, restated, supplemented or otherwise modified from time to time.

1.86 “ Senior Housing Properties ” shall mean, collectively, all of the Properties other than the Rehabilitation Hospital Properties and each such Property shall be a Senior Housing Property.

1.87 “ State ” shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.

1.88 “ Subordinated Creditor ” shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.

1.89 “ Subordination Agreement ” shall mean any agreement (and any amendments thereto) executed by a Subordinated Creditor pursuant to which the payment and performance of Tenant’s obligations to such Subordinated Creditor are subordinated to the payment and performance of Tenant’s obligations to Landlord under this Agreement.

1.90 “ Subsidiary ” shall mean, with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).

1.91 “ Successor Landlord ” shall have the meaning given such term in Section 20.2 .

1.92 “ Tenant ” shall have the meaning given such term in the preambles to this Agreement and shall refer to each such Entity comprising Tenant hereunder, whether the original Entities named herein or any of their respective permitted successors or assigns, jointly and severally with each and every other Entity or Entities then comprising Tenant hereunder.

1.93 “ Tenant’s Personal Property ” shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of Tenant, if any, acquired by Tenant on and after the applicable Commencement Date for any Property and located at such Property or used in Tenant’s business at the Leased Property and all modifications, replacements, alterations and additions to such personal property installed at the expense of Tenant, other than any items included within the definitions of Fixtures and Leased Personal Property.

1.94 “ Term ” shall mean, collectively, the Fixed Term and the Extended Term, to the extent properly exercised pursuant to the provisions of Section 2.4 , unless sooner terminated pursuant to the provisions of this Agreement.

1.95 “ Third Party Payor Programs ” shall mean all third party payor programs in which Tenant presently or in the future may participate, including, without limitation, Medicare, Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, Managed Care Plans, other private insurance programs and employee assistance programs.

1.96 “ Third Party Payors ” shall mean Medicare, Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, private insurers and any other Person which presently or in the future maintains Third Party Payor Programs.

1.97 “ Unsuitable for Its Permitted Use ” shall mean, with respect to any Facility, a state or condition of such Facility

such that (a) following any damage or destruction involving a Facility, (i) such Facility cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage or destruction, and as otherwise required by Section 10.2.4 , within twelve (12) months following such damage or destruction or such longer period of time as to which business interruption insurance is available to cover Rent and other costs related to the applicable Property following such damage or destruction, (ii) the damage or destruction, if uninsured, exceeds $1,000,000 or (iii) the cost of such restoration exceeds ten percent (10%) of the fair market value of such Property immediately prior to such damage or destruction, or (b) as the result of a partial taking by Condemnation, such Facility cannot be operated, in the good faith judgment of Tenant, on a commercially practicable basis for its Permitted Use.

1.98 “ Work ” shall have the meaning given such term in Section 10.2.4 .

ARTICLE 2

LEASED PROPERTY AND TERM

2.1 Leased Property . Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord’s right, title and interest in and to all of the following (each of items (a) through (g) below which relates to any single Facility, a “ Property ” and, collectively, the “ Leased Property ”):

(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-50 attached hereto and made a part hereof (the “ Land ”);

(b) all buildings, structures and other improvements of every kind including, but not limited to, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the “ Leased Improvements ”);

(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;

(d) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenant’s Personal Property (collectively, the “ Fixtures ”);

(e) all machinery, equipment, furniture, furnishings, moveable walls or partitions, computers or trade fixtures or other personal property of any kind or description used or useful in Tenant’s business on or in the Leased Improvements, and located on or in the Leased Improvements, and all modifications, replacements, alterations and additions to such personal property, except items, if any, included within the category of Fixtures, but specifically excluding all items included within the category of Tenant’s Personal Property (collectively, the “ Leased Personal Property ”);

(f) all of the Leased Intangible Property; and

(g) any and all leases of space in the Leased Improvements.

2.2 Condition of Leased Property . Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its “as is” condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the applicable Commencement Date for any Property or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND

ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlord’s rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlord’s or Tenant’s name, all at Tenant’s sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) incurred by Landlord in connection with such cooperation.

2.3 Fixed Term . The initial term of this Agreement (the “ Fixed Term ”) with respect to each Property commenced on the Commencement Date with respect to such Property and shall expire on June 30, 2026.

2.4 Extended Terms . Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for two renewal terms of ten (10) years each (each an “ Extended Term ”).

If and to the extent Tenant shall exercise the options, the first Extended Term shall commence on July 1, 2026 and expire on June 30, 2036 and the second Extended Term shall commence on July 1, 2036 and expire on June 30, 2046. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that Tenant shall have no right to extend the Term beyond June 30, 2046. If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than June 30, 2024, and if Tenant shall elect to exercise its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than June 30, 2034, it being understood and agreed that time shall be of the

essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

Notwithstanding the foregoing, Tenant shall have no right to extend the Term for the second Extended Term with respect to any Properties located in the State of California. If Tenant shall extend the Term for the second Extended Term, the definition of Leased Property shall exclude any Properties located in the State of California during the second Extended Term, Minimum Rent shall be reduced by the Minimum Rent allocated thereto by the parties, and Tenant shall surrender such Properties to Landlord at the expiration of the first Extended Term in the condition required by Section 5.3 and shall comply with all of its other obligations relating to such Properties as if the Term had expired at the end of the first Extended Term.

2.5 Limitations on Term . Notwithstanding anything contained in Section 2.3 or Section 2.4 to the contrary, the Term of this Agreement with respect to any Property shall not extend beyond the term of any ground lease (including renewals and extensions thereof) pursuant to which Landlord leases such Property.

ARTICLE 3

RENT

3.1 Rent . Tenant shall pay, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this

Agreement), Minimum Rent and Additional Rent to Landlord and Additional Charges to the party to whom such Additional Charges are payable, during the Term. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion. Rent for any partial calendar month shall be prorated on a per diem basis.

3.1.1 Minimum Rent .

(a) Payments . Minimum Rent shall be paid in equal monthly installments in arrears on the first Business Day of each calendar month during the Term.

(b) Allocation of Minimum Rent . Minimum Rent may be allocated and reallocated among the Properties comprising the Leased Property by agreement among Landlord and Tenant; provided , however that in no event shall the Minimum Rent allocated to any Property be less than the monthly amount payable by Landlord on account of any Facility Mortgage and/or ground or master lease with respect to such Property nor shall the aggregate amount of Minimum Rent allocated among the Properties exceed the total amount payable for the Leased Property.

(c) Adjustments of Minimum Rent Following Disbursements Under Sections 5.1.2(b), 10.2.3 and 11.2 . Effective on the date of each disbursement to pay for the cost of any repairs, maintenance, renovations or replacements pursuant to Sections 5.1.2(b), 10.2.3 or 11.2 , the annual Minimum Rent shall be increased by a per annum amount equal to the Disbursement Rate times the amount so disbursed. If any such disbursement is made during any calendar month on a day other than the first Business Day of such calendar month, Tenant shall pay to Landlord on the first Business Day of the immediately following calendar month (in addition to the amount of Minimum Rent payable with respect to such calendar month, as adjusted pursuant to this paragraph (c)) the amount by which Minimum Rent for the preceding calendar month, as adjusted for such disbursement on a per diem basis, exceeded the amount of Minimum Rent paid by Tenant for such preceding calendar month.

(d) Adjustments of Minimum Rent Following Partial Lease Termination . Subject to Section 4.1.1(b) , if this Agreement shall terminate with respect to any Property but

less than all of the Leased Property, Minimum Rent shall be reduced by the affected Property’s allocable share of Minimum Rent determined in accordance with the applicable provisions of this Agreement.

3.1.2 Additional Rent .

(a) Amount . Tenant shall pay additional rent (“ Additional Rent ”) with respect to each Lease Year during the Term in an amount, not less than zero, equal to four percent (4%) of Excess Gross Revenues at each Senior Housing Property.

(b) Quarterly Installments . Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears. Quarterly payments of Additional Rent for each Senior Housing Property shall be calculated based on Gross Revenues for such quarter during the preceding year and shall be due and payable and delivered to Landlord on the first Business Day of each calendar quarter, or portion thereof, thereafter occurring during the Term, together with an Officer’s Certificate setting forth the calculation of Additional Rent due and payable for such quarter.

(c) Reconciliation of Additional Rent . In addition, within seventy-five (75) days after the end of each Lease Year (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Senior Housing Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate from Tenant’s chief financial or accounting officer certifying that such report is true and correct, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year, or portion thereof, based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate from Tenant’s chief financial or accounting officer certifying that such statement is true and correct.

of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, provided that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

(d) Confirmation of Additional Rent . Tenant shall utilize, or cause to be utilized, an accounting system for the Senior Housing Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with such audits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin such audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate and shall complete such audit as soon as reasonably possible thereafter. All such audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such audit discloses a deficiency in the payment of Additional Rent and either Tenant agrees with the result of such audit or the matter is otherwise determined, Tenant

shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof, and if the amount of such deficiency exceeds five percent (5%) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord the aggregate amount of all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or the matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided , however , that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit shall be settled by arbitration pursuant to the provisions of Article 22 .

3.1.3 Additional Charges . In addition to the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or cause to be paid) to the appropriate parties and discharge (or

cause to be discharged) as and when due and payable the following (collectively, “ Additional Charges ”):

(a) Impositions . Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where

Landlord is legally required to file personal property tax returns for property covered by this Agreement, Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to file a protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8 .

(b) Utility Charges . Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.

(c) Insurance Premiums . Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article 9 .

(d) Other Charges . Tenant shall pay or cause to be paid all other amounts, liabilities and obligations, including, without limitation, ground rents, if any, and all amounts payable under any equipment leases and all agreements to indemnify Landlord under Sections 4.4.2 and 9.5 .

(e) Reimbursement for Additional Charges . If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement (other than termination by reason of an Event of Default), Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.

3.2 Late Payment of Rent, Etc. If any installment of Minimum Rent, Additional Rent or Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid within ten (10) days after its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Facility Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof.

3.3 Net Lease . The Rent shall be absolutely net to Landlord so that this Agreement shall yield to Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Agreement which expressly provide otherwise, including those provisions for adjustment or abatement of such Rent.

3.4 No Termination, Abatement, Etc. Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the

Leased Property, or any portion thereof, from whatever cause or any Condemnation, (b) the lawful or unlawful prohibition of, or restriction upon, Tenant’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.

ARTICLE 4

USE OF THE LEASED PROPERTY

4.1 Permitted Use .

4.1.1 Permitted Use .

(a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, (i) each Senior Housing Property as a skilled nursing/intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto , and (ii) each Rehabilitation Hospital Property as a rehabilitation hospital, clinic or professional level health or medical services facility, and any uses incidental thereto. Tenant

shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b) ), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.

(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent (if applicable) and other related matters; provided , however , in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “ Offer ”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer,

then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

4.1.2 Necessary Approvals . Tenant shall proceed with all due diligence and exercise reasonable efforts to obtain and maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Facility located thereon under Applicable Laws and, without limiting the foregoing, shall exercise reasonable efforts to maintain (or cause to be maintained) appropriate certifications for reimbursement and licensure.

4.1.3 Lawful Use, Etc. Tenant shall not, and shall not permit any Person to use or suffer or permit the use of any Property or Tenant’s Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Facility, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (a) may materially and adversely impair Landlord’s title thereto or to any portion thereof, or (b) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of such Property, or any portion thereof.

4.2 Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Section 5.1.2(b) and Article 8 , Tenant, at its sole expense, shall (a) comply with (or cause to be complied with) all material Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration and restoration of any Property and with the terms and conditions of any ground lease affecting any Property, (b) perform (or cause to be performed) in a timely fashion all of Landlord’s obligations under any ground lease affecting any Property and (c) procure, maintain and comply with (or cause to be procured, maintained and complied with) all material

licenses, certificates of need, permits, provider agreements and other authorizations and agreements required for any use of any Property and Tenant’s Personal Property, if any, then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof.

4.3 Compliance with Medicaid and Medicare Requirements . Tenant, at its sole cost and expense, shall make (or shall cause to be made), whatever improvements (capital or ordinary) as are required to conform each Property to such standards as may, from time to time, be required by Federal Medicare (Title 18) or Medicaid (Title 19) for skilled and/or intermediate care nursing programs, to the extent Tenant is a participant in such programs with respect to such Property, or any other applicable programs or legislation, or capital improvements required by any other governmental agency having jurisdiction over any Property as a condition of the continued operation of such Property for its Permitted Use.

4.4 Environmental Matters .

4.4.1 Restriction on Use, Etc. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store, spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly: (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is required to be filed by Tenant or any Manager with respect to any Property pursuant to SARA Title III or any other Applicable Laws, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or any Manager or their respective agents or representatives with respect thereto (collectively, “ Environmental Notice ”), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Laws and/or presents a material risk of any material cost, expense, loss or damage (an “ Environmental Obligation ”), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the

use, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use or maintenance or requiring the removal, treatment, containment or other disposition thereof, and (e) pay or otherwise dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related thereto, unless Tenant or any Manager shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not materially and adversely affected thereby.

If, at any time prior to the termination of this Agreement, Hazardous Substances (other than those maintained in accordance with Applicable Laws) are discovered on any Property, subject to Tenant’s right to contest the same in accordance with Article 8 , Tenant shall take (and shall cause to be taken) all actions and incur any and all expenses, as are required by any Government Agency and by Applicable Laws, (x) to clean up and remove from and about such Property all Hazardous Substances thereon, (y) to contain and prevent any further release or threat of release of Hazardous Substances on or about such Property and (z) to use good faith efforts to eliminate any further release or threat of release of Hazardous Substances on or about such Property.

4.4.2 Indemnification of Landlord . Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “ Indemnitees ” and, individually, an “ Indemnitee ”) for, from and against any and all debts, liens, claims, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Laws, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date for such Property. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of such Property to Landlord in accordance with

the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Laws. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee.

4.4.3 Survival . The provisions of this Section 4.4 shall survive the expiration or sooner termination of this Agreement.

ARTICLE 5

MAINTENANCE AND REPAIRS

5.1 Maintenance and Repair .

5.1.1 Tenant’s General Obligations . Tenant shall keep (or cause to be kept), at Tenant’s sole cost and expense, the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant’s Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant’s or any Manager’s use, any prior use, the elements or the age of the Leased Property or Tenant’s Personal Property or any portion thereof), and shall promptly make or cause to be made all necessary and appropriate repairs and replacements to each Property of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the Commencement Date for such Property (concealed or otherwise). All repairs shall be made in a good, workmanlike manner, consistent with industry standards for comparable Facilities in like locales, in accordance with all applicable federal, state and local statutes, ordinances, codes, rules and regulations relating to any such work. Tenant shall not take or

omit to take (or permit any Person to take or omit to take) any action, the taking or omission of which would materially and adversely impair the value or the usefulness of the Leased Property or any material part thereof for its Permitted Use. Tenant’s obligations under this Section 5.1.1 shall be limited in the event of any casualty or Condemnation as set forth in Article 10 and Article 11 and Tenant’s obligations with respect to Hazardous Substances are as set forth in Section 4.4 .

5.1.2 Landlord’s Obligations .

(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing.

(b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6 , Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6 , disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) .

Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

5.1.3 Nonresponsibility of Landlord, Etc. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that liens on the Leased Property or on Landlord’s interest therein are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished to Tenant or any Manager or for any other purpose during the term of this Agreement.

5.2 Tenant’s Personal Property . Tenant shall provide and maintain (or cause to be provided and maintained) throughout the Term all such Tenant’s Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after the Commencement Date with respect to any Property, Tenant acquires an interest in any item of tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or

its designee may assume Tenant’s rights and obligations under such agreement upon Landlord’s purchase of the same in accordance with the provisions of Article 15 and the assumption of management or operation of the Facility by Landlord or its designee.

5.3 Yield Up . Upon the expiration or sooner termination of this Agreement (or the termination of this Agreement with respect to any Property), Tenant shall, subject to the completion of a transfer of ownership approved by the Massachusetts Department of Public Health with respect to each Rehabilitation Hospital Property, vacate and surrender the Leased Property or such Property (as applicable) to Landlord in substantially the same condition in which such Property was in on its Commencement Date, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear excepted (and casualty damage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article 10 or Article 11 excepted).

In addition, upon the expiration or earlier termination of this Agreement with respect to any Senior Housing Property, Tenant shall, at Landlord’s sole cost and expense, use its good faith efforts to transfer (or cause to be transferred) to and cooperate with Landlord or Landlord’s nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Facility located on such Property as then operated. If requested by Landlord, Tenant shall continue to manage one or more of the Facilities located at the Senior Housing Properties after the expiration of the Term with respect to such Properties for up to one hundred eighty (180) days, on such reasonable terms (which shall include an agreement to reimburse Tenant for its reasonable out-of-pocket costs and expenses, and reasonable administrative costs), as Landlord shall reasonably request.

In addition, upon the expiration or earlier termination of this Agreement with respect to either Rehabilitation Hospital Property, Tenant shall, at Landlord’s reasonable cost and expense, use its best efforts to complete the transfer of ownership of the hospital business and the related hospital operations and records necessary for such operation to, and cooperate with Landlord or Landlord’s nominee in connection with the processing of all applications for, licenses, operating

permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, which may be necessary for the operation of the hospitals at such Properties. Until such transfer of ownership is approved by the Massachusetts Department of Public Health, it is understood that Tenant shall continue as owner and licensee of the hospital business and the related hospital operations conducted at the Facilities located at the Rehabilitation Hospital Properties after the termination of this Agreement and for so long thereafter as is necessary for Landlord or Landlord’s nominee to obtain all necessary licenses, operating permits and other governmental authorizations. If a new tenant is not licensed upon the expiration or termination of this Agreement in connection with a Default or Event of Default by Tenant, then, during such post termination period, Tenant shall pay hold over rent in accordance with Section 13 . Otherwise, during such period, Minimum Rent with respect to each applicable Rehabilitation Hospital Property shall be payable in an amount equal to seventy-five percent (75%) of the Minimum Rent attributable to such Rehabilitation Hospital Property for the last month of the Term for the first six (6) months after the expiration date and fifty percent (50%) of such Minimum Rent thereafter. If necessary, Landlord and Tenant shall negotiate in good faith to agree upon the Minimum Rent attributable to each Rehabilitation Hospital Property, it being acknowledged and agreed that the Minimum Rent attributable to each Rehabilitation Hospital Property shall equal the fair market rent for such Rehabilitation Hospital Property. If Landlord and Tenant are unable to agree upon the Minimum Rent attributable to either Rehabilitation Hospital Property within thirty (30) days following the commencement of such negotiations, then the Minimum Rent attributable to such Rehabilitation Hospital Property shall be determined by arbitration in accordance with Section 22 . It is expressly understood and agreed that any transfer with respect to a Rehabilitation Hospital Property pursuant to this Section 5.3 or any other Section of this Agreement is not a transfer of ownership of the hospital and is not a transfer of the right, title and interest related to the licenses granted by the Massachusetts Department of Public Health to operate the Facilities thereon or any other permit, license or certification used in the operation of such Facilities that is otherwise by its terms non-transferable. Any such change in ownership and licensee shall be subject, in all events, to the approval of each and every applicable Government Agency, including, without limitation, the Massachusetts Department of Public Health, and Applicable Law, Tenant being obligated to cooperate in and facilitate such approval process.

5.4 Management Agreement . Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend or modify the provisions of any Management Agreement with respect to any Property. Any Management Agreement entered into pursuant to the provisions of this Section 5.4 shall be subordinate to this Agreement and shall provide, inter alia , that all amounts due from Tenant to Manager thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due to Manager thereunder pursuant to such Management Agreement) and for termination thereof, at Landlord’s option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action under any such Management Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned.

ARTICLE 6

IMPROVEMENTS, ETC.

6.1 Improvements to the Leased Property . Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided that (a) construction or installation of the same would not adversely affect or violate any material Legal Requirement or Insurance Requirement applicable to any Property and (b) Landlord shall have received an Officer’s Certificate certifying as to the satisfaction of the conditions set out in clause (a) above; provided , however , that no such consent shall be required in the event immediate action is required to prevent imminent harm to person or property. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenant’s interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlord’s sole discretion. Any such improvements shall, upon the expiration or sooner termination of this

Agreement, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.

6.2 Salvage . All materials which are scrapped or removed in connection with the making of either Capital Additions or non-Capital Additions or repairs required by Article 5 shall be or become the property of the party that paid for such work.

ARTICLE 7

LIENS

ARTICLE 8

PERMITTED CONTESTS

or extending Tenant’s obligation to pay (or cause to be paid) any Claims as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any mortgage or deed of trust encumbering the Leased Property, or any portion thereof (Landlord agreeing that any such mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this Article 8 ) or any interest therein or result in or reasonably be expected to result in a lien attaching to the Leased Property, or any portion thereof, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been fully reimbursed by Tenant. If Tenant shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be required if Landlord shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.

ARTICLE 9

INSURANCE AND INDEMNIFICATION

9.1 General Insurance Requirements . Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of any Property, or any portion thereof, keep (or cause to be kept) such Property and all property located therein or thereon, insured against the risks and in such amounts as is against such risks and in such amounts as Landlord shall reasonably require and may be commercially reasonable. Tenant shall prepare a proposal setting forth the insurance Tenant

proposes to be maintained with respect to each Property during the ensuing Fiscal Year and shall submit such proposal to Landlord on or before December 1 of the preceding Lease Year for Landlord’s review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of such proposal, such proposal shall be deemed approved.

9.2 Waiver of Subrogation . Landlord and Tenant agree that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in any State) with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, the party carrying such insurance and suffering said loss releases the others of and from any and all claims with respect to such loss; and they further agree that their respective insurance companies (and, if Landlord or Tenant shall self insure in accordance with the terms hereof, Landlord or Tenant, as the case may be) shall have no right of subrogation against the other on account thereof, even though extra premium may result therefrom. In the event that any extra premium is payable by Tenant as a result of this provision, Landlord shall not be liable for reimbursement to Tenant for such extra premium.

9.3 Form Satisfactory, Etc. All insurance policies and endorsements required pursuant to this Article 9 shall be fully paid for, nonassessable, and issued by reputable insurance companies authorized to do business in the State and having a general policy holder’s rating of no less than A in Best’s latest rating guide. All property, business interruption, liability and flood insurance policies with respect to each Property shall include no deductible in excess of Two Hundred Fifty Thousand Dollars ($250,000). At all times, all property, business interruption, liability and flood insurance policies, with the exception of worker’s compensation insurance coverage, shall name Landlord and any Facility Mortgagee as additional insureds, as their interests may appear. All loss adjustments shall be payable as provided in Article 10 , except that losses under liability and worker’s compensation insurance policies shall be payable directly to the party entitled thereto. Tenant shall cause all insurance premiums to be paid prior to the effective date of any policy, if required by such policy, or pursuant to an installment payment plan if permissible under such policy. Not more than twenty five (25) days nor less than

five (5) days prior to the effective date of the policies or renewal policies (which, for renewal policies, shall be prior to the expiration of the existing policy), Tenant shall deliver to Landlord copies of enforceable binders for such insurance coverage. Tenant shall deliver (or cause to be delivered) to Landlord certificates evidencing such insurance coverage within five (5) days after the effective date of such policies, and thereafter Tenant shall deliver to Landlord the policies or renewal policies promptly upon receipt by Tenant. All such policies shall provide Landlord (and any Facility Mortgagee if required by the same) thirty (30) days prior written notice of any material change or cancellation of such policy. In the event Tenant shall fail to effect (or cause to be effected) such insurance as herein required, to pay (or cause to be paid) the premiums therefor or to deliver (or cause to be delivered) such policies or certificates to Landlord or any Facility Mortgagee at the times required, Landlord shall have the right, but not the obligation, upon Notice to Tenant, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as Additional Charges, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.

9.4 No Separate Insurance; Self-Insurance . Tenant shall not take (or permit any Person to take) out separate insurance, concurrent in form or contributing in the event of loss with that required by this Article 9 , or increase the amount of any existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of such insurance, including Landlord and all Facility Mortgagees, are included therein as additional insureds and the loss is payable under such insurance in the same manner as losses are payable under this Agreement. In the event Tenant shall take out any such separate insurance or increase any of the amounts of the then existing insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall not self-insure (or permit any Person to self-insure) with respect to any insurance required to be carried hereunder by Tenant.

9.5 Indemnification of Landlord . Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to

the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

ARTICLE 10

CASUALTY

10.1 Insurance Proceeds . Except as provided in the last clause of this sentence, all proceeds payable by reason of any loss or damage to any Property, or any portion thereof, and insured under any policy of insurance required by Article 9 (other than the proceeds of any business interruption insurance) shall be paid directly to Landlord (subject to the provisions of Section 10.2 ) and all loss adjustments with respect to losses payable to Landlord shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided , however , that, so long as no Event of Default shall have occurred and be continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant and such

losses may be adjusted without Landlord’s consent. If Tenant is required to reconstruct or repair any Property as provided herein, such proceeds shall be paid out by Landlord from time to time for the reasonable costs of reconstruction or repair of such Property necessitated by such damage or destruction, subject to and in accordance with the provisions of Section 10.2.4 . Provided no Default or Event of Default has occurred and is continuing, any excess proceeds of insurance remaining after the completion of the restoration shall be paid to Tenant. In the event that the provisions of Section 10.2.1 are applicable, the insurance proceeds shall be retained by the party entitled thereto pursuant to Section 10.2.1 .

10.2 Damage or Destruction .

10.2.1 Damage or Destruction of Leased Property . If, during the Term, any Property shall be totally or partially destroyed and the Facility located thereon is thereby rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by the giving of Notice thereof to the other, terminate this Agreement with respect to such affected Property, whereupon, this Agreement shall terminate with respect to such affected Property and Landlord shall be entitled to retain the insurance proceeds payable on account of such damage. In such event, Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Facility, the amount of any uninsured loss and any difference between the replacement cost of the affected Property and the casualty insurance proceeds therefor.

10.2.2 Partial Damage or Destruction . If, during the Term, any Property shall be totally or partially destroyed but the Facility is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section 10.2.3 , promptly restore such Facility as provided in Section 10.2.4 .

10.2.3 Insufficient Insurance Proceeds . If the cost of the repair or restoration of the applicable Facility exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1 , Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such

deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant, given within sixty (60) days after Tenant’s notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1 . It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.

10.2.4 Disbursement of Proceeds . In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10 , Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “ Work ”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or

conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3 , Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require.

Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord.

10.3 Damage Near End of Term . Notwithstanding any provisions of Section 10.1 or 10.2 to the contrary, if damage to or destruction of any Property occurs during the last twelve (12) months of the Term and if such damage or destruction cannot reasonably be expected to be fully repaired and restored prior to the date that is six (6) months prior to the end of the Term, the provisions of Section 10.2.1 shall apply as if such Property had been totally or partially destroyed and the Facility thereon rendered Unsuitable for its Permitted Use.

10.4 Tenant’s Property . All insurance proceeds payable by reason of any loss of or damage to any of Tenant’s Personal Property shall be paid to Tenant and, to the extent necessary to repair or replace Tenant’s Personal Property in accordance with Section 10.5 , Tenant shall hold such proceeds in trust to pay the cost of repairing or replacing damaged Tenant’s Personal Property.

10.5 Restoration of Tenant’s Property . If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenant’s Personal Property, or (b) replace such alterations and improvements and Tenant’s Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.

10.6 No Abatement of Rent . This Agreement shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any damage involving the Leased Property, or any portion thereof (provided that Landlord shall credit against such payments any amounts paid to Landlord as a consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this Article 10 shall be considered an express agreement governing any cause of damage or destruction to the Leased Property, or any portion thereof, and, to the maximum extent permitted by law, no local or State statute, laws, rules, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.

10.7 Waiver . Tenant hereby waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property, or any portion thereof.

ARTICLE 11

CONDEMNATION

11.1 Total Condemnation, Etc. If either (a) the whole of any Property shall be taken by Condemnation or (b) a Condemnation of less than the whole of any Property renders any Property Unsuitable for Its Permitted Use, this Agreement shall terminate with respect to such Property, and Tenant and Landlord shall seek the Award for their interests in the applicable Property as provided in Section 11.5 .

11.2 Partial Condemnation . In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2 . If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give

Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5 .

11.3 Abatement of Rent . Other than as specifically provided in this Agreement, this Agreement shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any Condemnation involving the Leased Property, or any portion thereof. The provisions of this Article 11 shall be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by law, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such a contingency shall have any application in such case.

11.4 Temporary Condemnation . In the event of any temporary Condemnation of any Property or Tenant’s interest therein, this Agreement shall continue in full force and effect and Tenant shall continue to pay (or cause to be paid), in the manner and on the terms herein specified, the full amount of the Rent. Tenant shall continue to perform and observe (or cause to be performed and observed) all of the other terms and conditions of this Agreement on the part of the Tenant to be performed and observed. Provided no Event of Default has occurred and is continuing, the entire amount of any Award made for such temporary Condemnation allocable to the Term, whether paid by way of damages, rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the termination of any such period of temporary Condemnation, at its sole cost and expense, restore the affected Property to the condition that existed immediately prior to such Condemnation, in material compliance with all applicable Legal Requirements, unless such period of temporary Condemnation shall extend beyond the expiration of the Term, in which event Tenant shall not be required to make such restoration.

11.5 Allocation of Award . Except as provided in Section 11.4 and the second sentence of this Section 11.5 , the total Award shall be solely the property of and payable to Landlord. Any portion of the Award made for the taking of Tenant’s leasehold interest in the Leased Property, loss of business during the remainder of the Term, the taking of Tenant’s Personal Property, the taking of Capital Additions paid for by Tenant and Tenant’s removal and relocation expenses shall be the sole property of and payable to Tenant (subject to the provisions of Section 11.2 ). In any Condemnation proceedings, Landlord and Tenant shall each seek its own Award in conformity herewith, at its own expense.

ARTICLE 12

DEFAULTS AND REMEDIES

12.1 Events of Default . The occurrence of any one or more of the following events shall constitute an “ Event of Default ” hereunder:

(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due, which failure shall continue for at least five (5) Business Days after Notice from Landlord to Tenant; or

(b) should Tenant fail to maintain the insurance coverages required under Article 9 ; or

(c) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clauses (a) and (b) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided , however , that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional ninety (90) days in the aggregate) as may be necessary to cure such default with all due diligence; or

(d) should any material obligation of Tenant in respect of any Indebtedness for money borrowed or for any material property or services, or any guaranty relating thereto, be declared to be or become due and payable prior to the stated maturity thereof, or should there occur and be continuing with respect to any such Indebtedness any event of default under any instrument or agreement evidencing or securing the same, the effect of which is to permit the holder or holders of such instrument or agreement or a trustee, agent or other representative on behalf of such holder or holders, to cause any such obligations to become due prior to its stated maturity; or

(e) should an event of default by Tenant, any Guarantor or any Affiliated Person as to Tenant or any Guarantor occur and be continuing beyond the expiration of any applicable cure period under any of the Incidental Documents; or

(f) should Tenant or any Guarantor generally not be paying its debts as they become due or should Tenant or any Guarantor make a general assignment for the benefit of creditors; or

(g) should any petition be filed by or against Tenant or any Guarantor under the Federal bankruptcy laws, or should any other proceeding be instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of Tenant’s debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or any Guarantor or for any substantial part of the property of Tenant or any Guarantor and such proceeding is not dismissed within one hundred eighty (180) days after institution thereof; or

(h) should Tenant or any Guarantor cause or institute any proceeding for its dissolution or termination; or

(i) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of (x) ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give notice to Landlord of the dispute but Tenant may defend in any suitable way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8 ); or

(j) should there occur any direct or indirect Change in Control of any or all of the Entities comprising Tenant or any Guarantor; or

(k) should a final unappealable determination be made by the applicable Government Agency that Tenant shall have

failed to comply with applicable Medicare and/or Medicaid regulations in the operation of any Facility, as a result of which failure Tenant is declared ineligible to receive reimbursements under the Medicare and/or Medicaid programs for such Facility;

12.2 Remedies . None of (a) the termination of this Agreement pursuant to Section 12.1 , (b) the repossession of the Leased Property, or any portion thereof, (c) the failure of Landlord to relet the Leased Property, or any portion thereof, nor (d) the reletting of all or any of portion of the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination,

repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property, or terminated portion thereof, through and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term of this Agreement in the absence of such termination, and whether or not the Leased Property, or any portion thereof, shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent (Additional Rent to be reasonably calculated by Landlord based on historical Gross Revenues) and other charges which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the Leased Property, or any portion thereof, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Agreement had not been so terminated with respect to such of the Leased Property.

12.3 Tenant’s Waiver . IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2 , TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12 , AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.

12.4 Application of Funds . Any payments received by Landlord under any of the provisions of this Agreement during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenant’s current and past due obligations under this Agreement in such order as Landlord may determine or as may be prescribed by the laws of the State. Any balance shall be paid to Tenant.

12.5 Landlord’s Right to Cure Tenant’s Default . If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and without waiving or

releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Leased Property, or any portion thereof, for such purpose and take all such action thereon as, in Landlord’s sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.

12.6 Trade Names . If this Agreement is terminated with respect to either or both of the Rehabilitation Hospital Properties for any reason, Landlord shall, upon the request of Tenant, cause the name of the business conducted upon such Property to be changed to a name other than a Facility Trade Name or any approximation or abbreviation thereof and sufficiently dissimilar to such name as to be unlikely to cause confusion with such name; provided , however , that Tenant shall not thereafter use a Facility Trade Name in the same market in which such Property is located in connection with any business that competes with such Property or the Facility located thereon.

ARTICLE 13

HOLDING OVER

ARTICLE 14

LANDLORD DEFAULT

If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “ Landlord Default ” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder.

ARTICLE 15

PURCHASE RIGHTS

financing statements and other encumbrances to which Tenant’s Personal Property is subject. Upon the expiration or sooner termination of this Agreement, Tenant shall use its reasonable efforts to transfer and assign, or cause to be transferred and assigned, to Landlord or its designee, or assist Landlord or its designee in obtaining, any contracts, licenses, and certificates required for the then operation of the Leased Property. Notwithstanding the foregoing, Tenant expressly acknowledges and agrees that nothing contained in this Article 15 shall diminish, impair or otherwise modify Landlord’s rights under the Security Agreement and that any amounts paid by Landlord in order to purchase Tenant’s Personal Property in accordance with this Article 15 shall be applied first to Tenant’s current and past due obligations under this Agreement in such order as Landlord may reasonably determine or as may be prescribed by the laws of the applicable State and any balance shall be paid to Tenant.

ARTICLE 16

SUBLETTING AND ASSIGNMENT

16.1 Subletting and Assignment . Except as provided in Section 16.3 , Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting.

For purposes of this Section 16.1 , an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of any or all of the Entities comprising Tenant.

If this Agreement is assigned or if the Leased Property, or any portion thereof, is sublet (or occupied by anybody other

than Tenant or any Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1 , the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of (a) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (b) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (c) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (d) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder.

affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

16.2 Required Sublease Provisions . Any sublease of all or any portion of the Leased Property shall provide (a) that it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (b) that in the event of termination of this Agreement or reentry or dispossession of Tenant by Landlord under this Agreement, Landlord may, at its option, terminate such sublease or take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Facility Mortgagee, as holder of a mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one (1) month’s rent, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the applicable Property, or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant unless actually delivered to Landlord by Tenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (c) in the event that such subtenant receives a written Notice from Landlord or any Facility Mortgagee stating that an Event of Default has occurred and is continuing, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may direct. All rentals received from such subtenant by Landlord or the Facility Mortgagee, as the case may be, shall be credited against the amounts owing by Tenant under this Agreement and such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement

to attorn. An original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in form and substance reasonably satisfactory to Landlord, shall be delivered promptly to Landlord and (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof and (y) in the case of either an assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder.

The provisions of this Section 16.2 shall not be deemed a waiver of the provisions set forth in the first paragraph of Section 16.1 .

16.3 Permitted Sublease . Notwithstanding the foregoing, including, without limitation, Section 16.2 , but subject to the provisions of Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance after Notice to Landlord, (a) enter into third party residency agreements with respect to the units located at the Senior Housing Properties, (b) sublease space at any Property for laundry, commissary or child care purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not reduce the number of units at any Facility, will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Facility Mortgagee may reasonably require, and (c) enter into one or more subleases with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof, provided Tenant gives Landlord Notice of the material terms and conditions thereof. Landlord and Tenant acknowledge and agree that if Tenant enters into one (1) or more subleases with Affiliated Persons of Tenant with respect to any Property, or any portion thereof, in accordance with the preceding clause (c), Tenant may allocate the rent and other charges with respect to the affected Property in any reasonable manner; provided , however , that such allocation shall not affect Tenant’s (nor any Guarantor’s) liability for the Rent and other obligations of Tenant under this Agreement; and, provided , further , that Tenant shall give Landlord prompt written notice of any allocation or reallocation of the rent and

other charges with respect to the affected Property and, in any event, Tenant shall give Landlord written notice of the amount of such allocations at least ten (10) Business Days prior to the date that Landlord or Senior Housing Properties Trust is required to file any tax returns in any State where such affected Property is located.

16.4 Sublease Limitation . Anything contained in this Agreement to the contrary notwithstanding, Tenant shall not sublet the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee, any other formula such that any portion of such sublease rental would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or would otherwise disqualify Landlord for treatment as a real estate investment trust.

ARTICLE 17

ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS

17.1 Estoppel Certificates . At any time and from time to time, but not more than a reasonable number of times per year, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other an Officer’s Certificate certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that no Default or an Event of Default has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or mortgagee of the Leased Property, or any portion thereof, or the leasehold estate created hereby.

17.2 Financial Statements . Tenant shall furnish or cause Five Star to furnish, as applicable, the following statements to Landlord:

(a) within forty-five (45) days after each of the first three fiscal quarters of any Fiscal Year, the most

recent Consolidated Financials, accompanied by a Financial Officer’s Certificate;

(b) within ninety (90) days after the end of each Fiscal Year, the most recent Consolidated Financials and financials of Tenant for such year, certified by an independent certified public accountant reasonably satisfactory to Landlord and accompanied by a Financial Officer’s Certificate;

(c) within thirty (30) days after the end of each calendar month, a monthly report with respect to each Rehabilitation Hospital Property, such report to include (i) a balance sheet and a current month and year to date income statement, showing each item of actual and projected income and expense, reflecting the operating results of the Facility located at such Property, in each case prepared in accordance with GAAP, (ii) a statement of capital expenditures prepared on a Facility by Facility basis and on a combined basis with respect to all of the Rehabilitation Hospital Properties, (iii) occupancy percentages, payor mix and average rate on a Facility by Facility basis and on a combined basis with respect to all of the Rehabilitation Hospital Properties, and (iv) such additional information as Landlord may from time to time reasonably require, accompanied by a Financial Officer’s Certificate.

(d) within forty-five (45) days after the end of each month, an unaudited operating statement and statement of capital expenditures with respect to the Senior Housing Properties, prepared on a Facility by Facility basis and a combined basis with respect to all of the Senior Housing Properties, including occupancy percentages and average rate, accompanied by a Financial Officer’s Certificate;

(e) at any time and from time to time upon not less than twenty (20) days Notice from Landlord or such additional period as may be reasonable under the circumstances, any Consolidated Financials, Tenant financials or any other audited or unaudited financial reporting information required to be filed by Landlord with any securities and exchange commission, the SEC or any successor agency, or any other governmental authority, or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party, for purposes of compliance

therewith; provided , however , that, except as to calculations pertaining to Gross Revenues, Tenant shall not be required to provide audited financials with respect to any individual Facility unless Landlord shall agree to pay for the cost thereof;

(f) promptly, after receipt or sending thereof, copies of all notices given or received by Tenant under any Management Agreement; and

(g) promptly, upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant and/or any Guarantor as Landlord reasonably may request from time to time.

17.3 General Operations . Tenant covenants and agrees to furnish to Landlord, promptly upon request of Landlord, copies of:

(a) all licenses authorizing Tenant or any Manager to operate any Facility for its Permitted Use;

(b) all Medicare and Medicaid certifications, together with provider agreements and all material correspondence relating thereto with respect to any Facility (excluding, however, correspondence which may be subject to any attorney client privilege);

(c) if required under Applicable Laws with respect to any Facility, a license for each individual employed as administrator with respect to such Facility;

(d) all reports of surveys, statements of deficiencies, plans of correction, and all material correspondence relating thereto, including, without limitation, all reports and material correspondence concerning compliance with or enforcement of licensure, Medicare/Medicaid, and accreditation requirements, including physical environment and Life Safety Code survey reports (excluding, however, correspondence which may be subject to any attorney client privilege); and

(e) with reasonable promptness, such other confirmation as to the licensure and Medicare and Medicaid participation of Tenant as Landlord may reasonably request from time to time.

ARTICLE 18

LANDLORD’S RIGHT TO INSPECT

ARTICLE 19

EASEMENTS

19.1 Grant of Easements . Provided no Event of Default has occurred and is continuing, Landlord will join in granting and, if necessary, modifying or abandoning such rights-of-way, easements and other interests as may be reasonably requested by Tenant for ingress and egress, and electric, telephone, gas, water, sewer and other utilities so long as:

(a) the instrument creating, modifying or abandoning any such easement, right-of-way or other interest is satisfactory to and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned);

(b) Landlord receives an Officer’s Certificate from Tenant stating (i) that such grant, modification or abandonment is not detrimental to the proper conduct of business on such Property, (ii) the consideration, if any, being paid for such grant, modification or abandonment (which consideration shall be paid by Tenant), (iii) that such grant, modification or abandonment does not impair the use or value of such Property for the Permitted Use, and (iv) that, for as long as this Agreement shall be in

effect, Tenant will perform all obligations, if any, of Landlord under any such instrument; and

(c) Landlord receives evidence satisfactory to Landlord that the Manager has granted its consent to such grant, modification or abandonment in accordance with the requirements of such Manager’s Management Agreement or that such consent is not required.

19.2 Exercise of Rights by Tenant . So long as no Event of Default has occurred and is continuing, Tenant shall have the right to exercise all rights of Landlord under the Easement Agreements and, in connection therewith, Landlord shall execute and promptly return to Tenant such documents as Tenant shall reasonably request. Tenant shall perform all obligations of Landlord under the Easement Agreements.

19.3 Permitted Encumbrances . Any agreements entered into in accordance with this Article 19 shall be deemed a Permitted Encumbrance.

ARTICLE 20

FACILITY MORTGAGES

20.1 Landlord May Grant Liens . Without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement (“ Encumbrance ”) upon the Leased Property, or any portion thereof, or interest therein, to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance shall comply with the provisions of Article 8 and Section 20.2 .

20.2 Subordination of Lease . This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of

subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any such subordination, however, shall be subject to the provisions of, and conditioned upon receipt by Tenant of the nondisturbance agreement described in, the penultimate sentence of this Section 20.2 . Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “ Superior Lease ” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “ Superior Landlord ” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “ Superior Mortgage ” and the holder, trustee or beneficiary of a Superior Mortgage or any successor in interest thereto is herein called “ Superior Mortgagee ”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2 , unless Tenant shall agree otherwise pursuant to any agreement between Tenant and such Superior Landlord or Superior Mortgagee, as applicable.

If any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “ Successor Landlord ”), whether through possession, termination of lease, foreclosure action, assignment of lease or grant of deed, or otherwise, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to

such Superior Lease or Superior Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.2(b) or with respect to any insurance proceeds or Awards), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant whereby such Superior Mortgagee or Superior Lessor, as applicable, shall agree to recognize Tenant’s possessory and other rights under this Agreement notwithstanding any foreclosure or lease termination, subject to the provisions of this Section 20.2 . Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b) , (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and (c) to recognize any reduction in Minimum Rent attributable to the provisions of Section 4.1.1(b) .

20.3 Notice to Mortgagee and Superior Landlord . Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Facility Mortgagee or Superior Landlord under a lease with Landlord, as ground lessee, which includes the Leased Property, or any portion thereof, as part of the demised premises and which complies with Section 20.1 (which Notice shall be accompanied by a copy of the applicable mortgage or lease), no Notice from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with respect to a Facility Mortgagee or Superior Landlord unless and until a copy of the same is given to such Facility Mortgagee or Superior Landlord at the address set forth in the above described Notice, and the curing of any of Landlord’s defaults within the applicable notice and cure periods set forth in Article 14 by

such Facility Mortgagee or Superior Landlord shall be treated as performance by Landlord.

ARTICLE 21

ADDITIONAL COVENANTS OF TENANT

21.1 Prompt Payment of Indebtedness . Tenant shall (a) pay or cause to be paid when due all payments of principal of and premium and interest on Tenant’s Indebtedness for money borrowed and shall not permit or suffer any such Indebtedness to become or remain in default beyond any applicable grace or cure period, (b) pay or cause to be paid when due all lawful claims for labor and rents with respect to the Leased Property, (c) pay or cause to be paid when due all trade payables and (d) pay or cause to be paid when due all other of Tenant’s Indebtedness upon which it is or becomes obligated, except, in each case, other than that referred to in clause (a), to the extent payment is being contested in good faith by appropriate proceedings in accordance with Article 8 and if Tenant shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, if appropriate, or unless and until foreclosure, distraint sale or other similar proceedings shall have been commenced.

21.2 Conduct of Business . None of the Entities comprising Tenant shall engage in any business other than the leasing and operation of its Properties (including any incidental or ancillary business relating thereto) and the leasing and operation of the leased property under the Other Leases (including any incidental or ancillary business relating thereto). Each Entity comprising Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its corporate existence and its rights and licenses necessary to conduct such business.

21.3 Maintenance of Accounts and Records . Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which

such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.

21.4 Notice of Litigation, Etc. Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.

21.5 Prohibited Transactions . Tenant shall not permit to exist or enter into any agreement or arrangement whereby it engages in a transaction of any kind with any Affiliated Person as to Tenant or any Guarantor, except on terms and conditions which are commercially reasonable.

21.6 Notice of Change of Name, Etc . Tenant shall give prompt notice to Landlord of any change in (a) the name (operating or otherwise) of any Entity comprising Tenant or any Facility, (b) the number of beds in any bed category for which any Facility is licensed or the number of beds in any bed category available for use at any Facility (except for changes in the election made with respect to the beds for reimbursement maximization purposes), and (c) the patient and/or child care services that are offered at any Facility.

ARTICLE 22

ARBITRATION

22.1 Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating

to this Agreement or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

22.2 Selection of Arbitrators . There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within 15 days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

22.3 Location of Arbitration . The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

22.4 Scope of Discovery . There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

22.5 Arbitration Award . In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder

and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

22.6 Costs . Except to the extent expressly provided by this Agreement or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

22.7 Final Judgment . The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

22.8 Payment . Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the 30 th day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

ARTICLE 23

MISCELLANEOUS

23.1 Limitation on Payment of Rent . All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed the maximum permissible under Applicable Laws, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto , the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.

23.2 No Waiver . No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

23.3 Remedies Cumulative . To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant, now or hereafter provided either in this Agreement or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.

23.4 Severability . Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this

Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.

23.5 Acceptance of Surrender . No surrender to Landlord of this Agreement or of the Leased Property or any part thereof, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.

23.6 No Merger of Title . It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Agreement or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly this Agreement or the leasehold estate created hereby and the fee estate or ground landlord’s interest in the Leased Property.

23.7 Conveyance by Landlord . If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.

23.8 Quiet Enjoyment . Tenant shall peaceably and quietly have, hold and enjoy the Leased Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under Landlord, but subject to (a) any Encumbrance permitted under Article 20 or otherwise permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenant’s ability to operate any Facility and (d) liens that have been consented to in writing by Tenant. Except as otherwise

provided in this Agreement, no failure by Landlord to comply with the foregoing covenant shall give Tenant any right to cancel or terminate this Agreement or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Agreement, or to fail to perform any other obligation of Tenant hereunder.

23.9 No Recordation . Neither Landlord nor Tenant shall record this Agreement.

23.10 Notices .

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c) All such notices shall be addressed,

if to Landlord:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]

if to Tenant to:

c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

23.11 Construction . Anything contained in this Agreement to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. In no event shall Landlord be liable for any consequential damages suffered by Tenant as the result of a breach of this Agreement by Landlord. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each term or provision of this Agreement to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the provisions of this Agreement. Except as otherwise set forth in this Agreement, any obligations of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Agreement. Each Entity comprising Tenant hereunder shall be jointly and severally liable for the payment and performance of each and every obligation and liability of Tenant hereunder.

23.12 Counterparts; Headings . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Agreement are for purposes of

reference only and shall not limit or affect the meaning of the provisions hereof.

23.13 Applicable Law, Etc. This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (a) where this Agreement is executed or delivered; or (b) where any payment or other performance required by this Agreement is made or required to be made; or (c) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (d) where any action or other proceeding is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than Massachusetts; or (g) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.

23.14 Right to Make Agreement . Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.

23.15 Attorneys’ Fees . If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

23.16 Nonliability of Trustees . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATIONS ”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

23.17 Original Leases . Landlord and Tenant acknowledge and agree that this Agreement amends and restates the Original Leases in their entirety with respect to the Leased Property as of the date of this Agreement and that this Agreement shall govern the rights and obligations of the parties with respect to the Leased Property from and after the date of this Agreement. Notwithstanding the foregoing, the Original Leases shall continue to govern the rights and obligations of the parties with respect to the Leased Property prior to the date of this Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF , the parties have executed this Agreement as a sealed instrument as of the date above first written.

	LANDLORD:

	SPTIHS PROPERTIES TRUST

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SPTMNR PROPERTIES TRUST

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH/LTA PROPERTIES GA LLC

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH/LTA PROPERTIES TRUST

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	O.F.C. CORPORATION

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH CHS PROPERTIES TRUST

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	CCC OF KENTUCKY TRUST

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

LEISURE PARK VENTURE LIMITED PARTNERSHIP

By:	CCC Leisure Park Corporation,
	its General Partner

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

CCDE SENIOR LIVING LLC

By:	/s/ David J. Hegarty
	David J. Hegarty
	President

CCOP SENIOR LIVING LLC

By:	/s/ David J. Hegarty
	David J. Hegarty
	President

CCC PUEBLO NORTE TRUST

By:	/s/ David J. Hegarty
	David J. Hegarty
	President

CCC RETIREMENT COMMUNITIES II, L.P.

By:	Crestline Ventures LLC,
	its General Partner

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

CCC INVESTMENTS I, L.L.C.

By:	/s/ David J. Hegarty
	David J. Hegarty
	President

CCC FINANCING I TRUST

By:	/s/ David J. Hegarty
	David J. Hegarty
	President

CCC FINANCING LIMITED, L.P.

By:	CCC Retirement Trust,
	its General Partner

	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

SNH SOMERFORD PROPERTIES TRUST

By:	/s/ David J. Hegarty
	David J. Hegarty
	President

HRES1 PROPERTIES TRUST

By:	/s/ David J. Hegarty
	David J. Hegarty
	President

	TENANT:

	FIVE STAR QUALITY CARE TRUST

	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

	FS TENANT HOLDING COMPANY TRUST

	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

	FS COMMONWEALTH LLC

	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

	FS PATRIOT LLC

	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

SCHEDULE 1

Schedule omitted.

EXHIBITS A-1 THROUGH A-50

LAND

Certain Schedules and Exhibits to this agreement have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.

Exhibit 10.7

AMENDED AND RESTATED GUARANTY AGREEMENT

( LEASE NO. 2 )

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “ Guaranty ”) is entered into as of August 4, 2009 by FIVE STAR QUALITY CARE, INC. , a Maryland corporation (“ Guarantor ”), for the benefit of CCC FINANCING I TRUST , a Maryland business trust, CCC OF KENTUCKY TRUST , a Maryland business trust, CCC PUEBLO NORTE TRUST , a Maryland business trust, CCC INVESTMENTS I, L.L.C. , a Delaware limited liability company, CCDE SENIOR LIVING LLC, a Delaware limited liability company, CCOP SENIOR LIVING LLC , a Delaware limited liability company, CCC FINANCING LIMITED, L.P. , a Delaware limited partnership, CCC RETIREMENT COMMUNITIES II, L.P. , a Delaware partnership, HRES1 PROPERTIES TRUST , a Maryland real estate investment trust, LEISURE PARK VENTURE LIMITED PARTNERSHIP , a Delaware limited partnership, O.F.C. CORPORATION , an Indiana corporation, SNH CHS PROPERTIES TRUST , a Maryland real estate investment trust, SNH SOMERFORD PROPERTIES TRUST , a Maryland real estate investment trust, SNH/LTA PROPERTIES GA LLC , a Maryland limited liability company, SNH/LTA PROPERTIES TRUST , a Maryland real estate investment trust, SPTIHS PROPERTIES TRUST , a Maryland real estate investment trust, and SPTMNR PROPERTIES TRUST , a Maryland real estate investment trust, collectively as landlord (“ Landlord ”).

W I T N E S S E T H :

of the payment and performance obligations of each tenant under a Restated Lease; and

WHEREAS , this Guaranty amends and restates the Original Guarantees with respect to that certain Amended and Restated Lease Agreement, dated as of the date hereof, between Landlord and Five Star Quality Care Trust, a Maryland business trust, FS Commonwealth LLC, a Maryland limited liability company, FS Patriot LLC, a Maryland limited liability company, and FS Tenant Holding Company Trust, a Maryland business trust (collectively, “ Tenant ”) (as the same may be amended, modified or supplemented from time to time, the “ Amended Lease No. 2 ”);

1. Certain Terms . Capitalized terms used and not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the Amended Lease No. 2. The Amended Lease No. 2 and the Incidental Documents are hereinafter collectively referred to as the “ Amended Lease No. 2 Documents ”.

2. Guaranteed Obligations . For purposes of this Guaranty the term “ Guaranteed Obligations ” shall mean the payment and performance of each and every obligation of Tenant to Landlord under the Amended Lease No. 2 Documents or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Amended Lease No. 2.

3. Representations and Covenants . Guarantor represents, warrants, covenants, and agrees that:

3.1 Incorporation of Representations and Warranties . The representations and warranties of Tenant and its Affiliated Persons set forth in the Amended Lease No. 2 Documents are true and correct on and as of the date hereof in all material respects.

3.2 Performance of Covenants and Agreements . Guarantor hereby agrees to take all lawful action in its power to cause Tenant duly and punctually to perform all of the covenants and agreements set forth in the Amended Lease No. 2 Documents.

3.3 Validity of Agreement . Guarantor has duly and validly executed and delivered this Guaranty; this Guaranty constitutes the legal, valid and binding obligation of

Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Guaranty have been duly authorized by all requisite action of Guarantor and such execution, delivery and performance by Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.

3.4 Payment of Expenses . Guarantor agrees, as principal obligor and not as guarantor only, to pay to Landlord forthwith, upon demand, in immediately available federal funds, all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred or expended by Landlord in connection with the enforcement of this Guaranty, together with interest on amounts recoverable under this Guaranty from the time such amounts become due until payment at the Overdue Rate. Guarantor’s covenants and agreements set forth in this Section 3.4 shall survive the termination of this Guaranty.

3.5 Notices . Guarantor shall promptly give notice to Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.

3.6 Reports . Guarantor shall promptly provide to Landlord each of the financial reports, certificates and other documents required of it under the Amended Lease No. 2 Documents.

during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Guarantor shall permit access by Landlord and its agents to the books and records maintained by Guarantor during normal business hours and upon reasonable notice. Any proprietary information obtained by Landlord with respect to Guarantor pursuant to the provisions of this Guaranty shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to any court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential.

3.8 Taxes, Etc . Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon Guarantor or the income of Guarantor or upon any of the property, real, personal or mixed, of Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien or charge upon any property and result in a material adverse change in the financial condition of Guarantor; provided , however , that Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if Guarantor shall have set aside on its books such reserves of Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.

3.9 Legal Existence of Guarantor . Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

3.10 Compliance . Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls).

3.11 Insurance . Guarantor shall maintain, with financially sound and reputable insurers, insurance with respect

to its properties and business against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by Guarantor.

3.12 No Change in Control . Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

4. Guarantee . Guarantor hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to any Amended Lease No. 2 Document, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Amended Lease No. 2 Documents. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, Guarantor shall, in the case of monetary obligations, within five (5) Business Days after receipt of notice from Landlord, pay or cause to be paid to Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Amended Lease No. 2 Documents) or, in the case of non-monetary obligations, perform or cause to be performed such obligations in accordance with the Amended Lease No. 2 Documents.

whole or in part of any Guaranteed Obligation or of any Transaction Document or any limitation on the liability of Tenant thereunder not contemplated by the Amended Lease No. 2 Documents or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Guaranty shall nevertheless remain in full force and effect and shall be binding upon Guarantor to the same extent as if Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.

7. Additional Guarantees . This Guaranty shall be in addition to any other guarantee or other security for the Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.

8. Consents and Waivers, Etc. Guarantor hereby acknowledges receipt of correct and complete copies of each of the Amended Lease No. 2 Documents, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any principal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of this Guaranty and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or Event of Default under any of the Guaranteed Obligations or the Amended Lease No. 2 Documents, (d) notice of the terms, time and place of any private or public sale of any collateral held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Amended Lease No. 2 Documents, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the extent Guarantor lawfully may do so, any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Guaranty, or any of the Amended Lease No. 2 Documents or the Guaranteed Obligations (other than that the same have been

discharged in accordance with the Amended Lease No. 2 Documents).

9. No Impairment, Etc. The obligations, covenants, agreements and duties of Guarantor under this Guaranty shall not be affected or impaired by any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to Guarantor, or any waiver by Landlord or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by Tenant or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Amended Lease No. 2 Documents or any indulgence in or the extension of the time for payment by Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Amended Lease No. 2 Documents or any other instrument or agreement relating to the Guaranteed Obligations or of the time for performance by Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by Landlord or any other holder of such Guaranteed Obligations to Tenant, Guarantor’s obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all of the assets of Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting Tenant or any other guarantor or any assets of Tenant or any such other guarantor, or the release or discharge of Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.

and Guarantor waives any defense it may have based upon any election of remedies by Landlord which destroys its subrogation rights or its rights to proceed against Tenant for reimbursement, including, without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to Landlord. Until all obligations of Tenant pursuant to the Amended Lease No. 2 Documents shall have been paid and satisfied in full, Guarantor further waives any right to enforce any remedy which Landlord now has or may in the future have against Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by Landlord.

12. Notices .

if to Landlord to:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[ Telecopier No. (617) 796-8349]

if to Guarantor to:

Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than The Commonwealth of Massachusetts; or (g) any combination of the foregoing.

15. Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the

date of the Arbitration Award or such other date as the Arbitration Award may provide.

hereafter existing at law or in equity or by statute or otherwise.

22. NON-LIABILITY OF TRUSTEES . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATIONS ”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

[Remainder of page intentionally left blank.]

WITNESS the execution hereof under seal as of the date above first written.

	FIVE STAR QUALITY CARE, INC.


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS GUARANTY BY GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23 OF THIS GUARANTY.

CCC FINANCING I TRUST,
CCC OF KENTUCKY TRUST,
CCC PUEBLO NORTE TRUST,
CCC INVESTMENTS I, L.L.C.,
CCDE SENIOR LIVING LLC,
CCOP SENIOR LIVING LLC,
O.F.C. CORPORATION,
SNH CHS PROPERTIES TRUST,
SNH SOMERFORD PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC,
SNH/LTA PROPERTIES TRUST,
SPTIHS PROPERTIES TRUST, and
SPTMNR PROPERTIES TRUST
HRES1 PROPERTIES TRUST


By:	/s/ David J. Hegarty
	David J. Hegarty
	President of each of the foregoing entities


CCC FINANCING LIMITED, L.P.

By:	CCC RETIREMENT TRUST,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

[SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTY AGREEMENT (LEASE NO. 2)]

CCC RETIREMENT COMMUNITIES II, L.P.

By:	CRESTLINE VENTURES LLC,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


LEISURE PARK VENTURE LIMITED PARTNERSHIP

By:	CCC LEISURE PARK CORPORATION,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT AGREEMENT (LEASE NO. 2)]

Exhibit 10.8

AMENDED AND RESTATED MASTER LEASE AGREEMENT,

dated as of August 4, 2009,

by and among

SNH FM FINANCING LLC, SNH FM FINANCING TRUST AND
ELLICOTT CITY LAND I, LLC,

COLLECTIVELY AS LANDLORD,

AND

FVE FM FINANCING, INC.,

AS TENANT

ARTICLE 1	DEFINITIONS	1
1.1	AAA	2
1.2	Additional Charges	2
1.3	Additional Rent	2
1.4	Affiliated Person	2
1.5	Agreement	2
1.6	Applicable Laws	2
1.7	Arbitration Award	3
1.8	Award	3
1.9	Base Gross Revenues	3
1.10	Business Day	3
1.11	Capital Addition	3
1.12	Capital Expenditure	4
1.13	Change in Control	4
1.14	Claim	5
1.15	Code	5
1.16	Commencement Date	5
1.17	Condemnation	5
1.18	Condemnor	5
1.19	Consolidated Financials	5
1.20	Date of Taking	5
1.21	Default	5
1.22	Disbursement Rate	6
1.23	Disputes	6
1.24	Easement Agreement	6
1.25	Encumbrance	6
1.26	Entity	6
1.27	Environment	6
1.28	Environmental Obligation	6
1.29	Environmental Notice	6
1.30	Event of Default	6
1.31	Excess Gross Revenues	6
1.32	Existing Financing	7
1.33	Extended Term	7
1.34	Facility	7
1.35	Facility Mortgage	7
1.36	Facility Mortgagee	7
1.37	Financial Officer’s Certificate	7
1.38	Fiscal Year	7
1.39	Five Star	7
1.40	Fixed Term	7
1.41	Fixtures	7
1.42	GAAP	8
1.43	Government Agencies	8
1.44	Gross Revenues	8
1.45	Guarantor	9
1.46	Guaranty	9
1.47	Hazardous Substances	9
1.48	Immediate Family	10
1.49	Impositions	10
1.50	Incidental Documents	11
1.51	Indebtedness	11
1.52	Insurance Requirements	12

1.53	Interest Rate	12
1.54	Land	12
1.55	Landlord	12
1.56	Landlord Default	12
1.57	Landlord Liens	12
1.58	Lease Year	12
1.59	Leased Improvements	12
1.60	Leased Intangible Property	12
1.61	Leased Personal Property	13
1.62	Leased Property	13
1.63	Legal Requirements	13
1.64	Lien	13
1.65	Manager	13
1.66	Management Agreement	14
1.67	Minimum Rent	14
1.68	Notice	14
1.69	Officer’s Certificate	14
1.70	Original Leases	14
1.71	Overdue Rate	14
1.72	Parent	14
1.73	Permitted Encumbrances	14
1.74	Permitted Use	14
1.75	Person	15
1.76	Pledge Agreement	15
1.77	Property	15
1.78	Provider Agreements	15
1.79	Regulated Medical Wastes	15
1.80	Rent	15
1.81	Rules	15
1.82	SEC	15
1.83	Security Agreement	15
1.84	State	15
1.85	Subordinated Creditor	16
1.86	Subordination Agreement	16
1.87	Subsidiary	16
1.88	Successor Landlord	16
1.89	Tenant	16
1.90	Tenant’s Personal Property	16
1.91	Term	16
1.92	Third Party Payor Programs	16
1.93	Third Party Payors	17
1.94	Unsuitable for Its Permitted Use	17
1.95	Work	17
ARTICLE 2	LEASED PROPERTY AND TERM	17
2.1	Leased Property	17
2.2	Condition of Leased Property	18
2.3	Fixed Term	19
2.4	Extended Terms	19
ARTICLE 3	RENT	20
3.1	Rent	20
3.2	Late Payment of Rent, Etc.	26
3.3	Net Lease	27

3.4	No Termination, Abatement, Etc.	27
ARTICLE 4	USE OF THE LEASED PROPERTY	28
4.1	Permitted Use	28
4.2	Compliance with Legal/Insurance Requirements, Etc.	30
4.3	Compliance with Medicaid and Medicare Requirements	30
4.4	Environmental Matters	31
ARTICLE 5	MAINTENANCE AND REPAIRS	33
5.1	Maintenance and Repair	33
5.2	Tenant’s Personal Property	35
5.3	Yield Up	35
5.4	Management Agreement	36
ARTICLE 6	IMPROVEMENTS, ETC.	36
6.1	Improvements to the Leased Property	36
6.2	Salvage	37
ARTICLE 7	LIENS	37
ARTICLE 8	PERMITTED CONTESTS	38
ARTICLE 9	INSURANCE AND INDEMNIFICATION	39
9.1	General Insurance Requirements	39
9.2	Waiver of Subrogation	39
9.3	Form Satisfactory, Etc.	39
9.4	No Separate Insurance; Self-Insurance	40
9.5	Indemnification of Landlord	41
ARTICLE 10	CASUALTY	42
10.1	Insurance Proceeds	42
10.2	Damage or Destruction	42
10.3	Damage Near End of Term	44
10.4	Tenant’s Property	45
10.5	Restoration of Tenant’s Property	45
10.6	No Abatement of Rent	45
10.7	Waiver	45
ARTICLE 11	CONDEMNATION	45
11.1	Total Condemnation, Etc.	45
11.2	Partial Condemnation	46
11.3	Abatement of Rent	47
11.4	Temporary Condemnation	47
11.5	Allocation of Award	48
ARTICLE 12	DEFAULTS AND REMEDIES	48
12.1	Events of Default	48
12.2	Remedies	51
12.3	Tenant’s Waiver	52
12.4	Application of Funds	52
12.5	Landlord’s Right to Cure Tenant’s Default	53
ARTICLE 13	HOLDING OVER	53
ARTICLE 14	LANDLORD DEFAULT	53
ARTICLE 15	PURCHASE RIGHTS	54
ARTICLE 16	SUBLETTING AND ASSIGNMENT	55
16.1	Subletting and Assignment	55
16.2	Required Sublease Provisions	56
16.3	Permitted Sublease	57

16.4	Sublease Limitation	58
ARTICLE 17	ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS	58
17.1	Estoppel Certificates	58
17.2	Financial Statements	59
17.3	General Operations	60
ARTICLE 18	LANDLORD’S RIGHT TO INSPECT	61
ARTICLE 19	EASEMENTS	61
19.1	Grant of Easements	61
19.2	Exercise of Rights by Tenant	62
19.3	Permitted Encumbrances	62
ARTICLE 20	FACILITY MORTGAGES	62
20.1	Landlord May Grant Liens	62
20.2	Subordination of Lease	62
20.3	Notice to Mortgagee and Superior Landlord	64
ARTICLE 21	ADDITIONAL COVENANTS OF TENANT	65
21.1	Prompt Payment of Indebtedness	65
21.2	Conduct of Business	65
21.3	Maintenance of Accounts and Records	65
21.4	Notice of Litigation, Etc.	65
21.5	Prohibited Transactions	66
21.6	Existing Financing	66
ARTICLE 22	ARBITRATION	66
22.1	Disputes	66
22.2	Selection of Arbitrators	67
22.3	Location of Arbitration	67
22.4	Scope of Discovery	67
22.5	Arbitration Award	67
22.6	Costs	68
22.7	Final Judgment	68
22.8	Payment	68
ARTICLE 23	MISCELLANEOUS	68
23.1	Limitation on Payment of Rent	68
23.2	No Waiver	69
23.3	Remedies Cumulative	69
23.4	Severability	69
23.5	Acceptance of Surrender	69
23.6	No Merger of Title	70
23.7	Conveyance by Landlord	70
23.8	Quiet Enjoyment	70
23.9	No Recordation	70
23.10	Notices	71
23.11	Construction	72
23.12	Counterparts; Headings	72
23.13	Applicable Law, Etc.	72
23.14	Right to Make Agreement	73
23.15	Attorneys’ Fees	73
23.16	Nonliability of Trustees	73
23.17	Original Leases	73

AMENDED AND RESTATED MASTER LEASE AGREEMENT

THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT is entered into as of August 4, 2009 by and among SNH FM FINANCING LLC, a Delaware limited liability company, SNH FM FINANCING TRUST, a Maryland real estate investment trust, and ELLICOTT CITY LAND I, LLC, a Delaware limited liability company, collectively as landlord (“ Landlord ”), and FVE FM FINANCING, INC., a Maryland corporation, as tenant (“ Tenant ”).

W I T N E S S E T H :

WHEREAS, certain affiliates of Landlord and Tenant are parties to certain Amended and Restated Master Lease Agreements, dated as of June 30, 2008 (collectively, the “ Original Leases ”); and

ARTICLE 1

DEFINITIONS

1.1 “ AAA ” shall have the meaning given such term in Section 22.1 .

1.2 “ Additional Charges ” shall have the meaning given such term in Section 3.1.3 .

1.3 “ Additional Rent ” shall have the meaning given such term in Section 3.1.2(a) .

1.4 “ Affiliated Person ” shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).

1.5 “ Agreement ” shall mean this Amended and Restated Master Lease Agreement, including all schedules and exhibits attached hereto, as it and they may be amended from time to time as herein provided.

1.6 “ Applicable Laws ” shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, or the protection of, real or personal property or human health or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances or

Regulated Medical Wastes, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.

1.7 “ Arbitration Award ” shall have the meaning given such term in Section 22.5 .

1.8 “ Award ” shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of any Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).

1.9 “ Base Gross Revenues ” shall mean the Gross Revenues with respect to each Property, for the respective calendar years or the respective dollar amount set forth on Schedule 1 attached hereto and made a part hereof, as applicable; provided , however , that in the event that, with respect to any Lease Year, or portion thereof, for any reason (including, without limitation, a casualty or Condemnation) there shall be a reduction in the number of units available at any Facility located at the applicable Property or in the services provided at such Facility from the number of such units or the services on the applicable Commencement Date, in determining Additional Rent payable for such Lease Year, Base Gross Revenues shall be reduced as follows: (a) in the event of a partial closing of any Facility affecting the number of units, or the services provided, at such Facility, Gross Revenues attributable to units or services at such Facility shall be ratably allocated among all units in service at such Facility on the applicable Commencement Date and all such Gross Revenues attributable to units no longer in service shall be subtracted from Base Gross Revenues throughout the period of such closing; and (b) in the event of any other change in circumstances affecting any Facility, Base Gross Revenues shall be equitably adjusted in such manner as Landlord and Tenant shall reasonably agree.

1.10 “ Business Day ” shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.11 “ Capital Addition ” shall mean, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.

1.12 “ Capital Expenditure ” shall mean any expenditure treated as capital in nature in accordance with GAAP.

1.13 “ Change in Control ” shall mean (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of Tenant or any Guarantor, as the case may be, or the power to direct the management and policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of Tenant or any Guarantor with or into any Person or the merger or consolidation of any Person into Tenant or any Guarantor (other than the merger or consolidation of any Person into Tenant or any Guarantor that does not result in a Change in Control of Tenant or such Guarantor under clauses (a), (c), (d), (e) or (f) of this definition), (c) any one or more sales, conveyances, dividends or distributions to any Person of all or any material portion of the assets (including capital stock or other equity interests) or business of Tenant or any Guarantor, whether or not otherwise a Change in Control, (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on the date hereof) constituted the board of directors of Tenant or any Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of Tenant or such Guarantor was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved, but excluding any individual whose initial nomination for, or assumption of, office as a member of such board of directors occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any Person other than a solicitation for the election of one or more directors by or on behalf of the board of directors) to constitute a majority of the board of directors of Tenant or such Guarantor then in office, or (e) the adoption of any proposal (other than a precatory proposal) by Tenant or any Guarantor not approved by vote of a majority of the directors of Tenant or any Guarantor, as the case may be, in office immediately prior to the making of such proposal, or (f) the election to the board of directors of Tenant or any Guarantor of any individual not nominated or appointed by vote of a majority of the directors of Tenant or such Guarantor in office immediately prior to the nomination or appointment of such individual.

1.14 “ Claim ” shall have the meaning given such term in Article 8 .

1.15 “ Code ” shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as from time to time amended.

1.16 “ Commencement Date ” shall mean, with respect to each Property, the calendar date specified as the Commencement Date with respect to such Property on Schedule 1 attached hereto and made a part hereof.

1.17 “ Condemnation ” s hall mean, with respect to any Property, or any portion thereof, (a) the exercise of any governmental power with respect to such Property, whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of such Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (c) a taking or voluntary conveyance of such Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting such Property, whether or not the same shall have actually been commenced.

1.18 “ Condemnor ” shall mean any public or quasi-public Person, having the power of Condemnation.

1.19 “ Consolidated Financials ” shall mean, for any Fiscal Year or other accounting period of Five Star, annual audited and quarterly unaudited financial statements of Five Star prepared on a consolidated basis, including Five Star’s consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.

1.20 “ Date of Taking ” shall mean, with respect to any Property, the date the Condemnor has the right to possession of such Property, or any portion thereof, in connection with a Condemnation.

1.21 “ Default ” shall mean any event or condition which with the giving of notice and/or lapse of time would ripen into an Event of Default.

1.22 “ Disbursement Rate ” shall mean an annual rate of interest, as of the date of determination, equal to the greater of (a) eight percent (8%) and (b) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred (300) basis points; provided , however , that in no event shall the Disbursement Rate exceed eleven and one-half percent (11.5%).

1.23 “ Disputes ” shall have the meaning given such term in Section 22.1 .

1.24 “ Easement Agreement ” shall mean any conditions, covenants and restrictions, easements, declarations, licenses and other agreements which are Permitted Encumbrances and such other agreements as may be granted in accordance with Section 19.1 .

1.25 “ Encumbrance ” shall have the meaning given such term in Section 20.1 .

1.26 “ Entity ” shall mean any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.

1.27 “ Environment ” shall mean soil, surface waters, ground waters, land, stream, sediments, surface or subsurface strata and ambient air.

1.28 “ Environmental Obligation ” shall have the meaning given such term in Section 4.4.1 .

1.29 “ Environmental Notice ” shall have the meaning given such term in Section 4.4.1 .

1.30 “ Event of Default ” shall have the meaning given such term in Section 12.1 .

1.31 “ Excess Gross Revenues ” shall mean, with respect to each Property, the amount of Gross Revenues for any Lease Year, or portion thereof, in excess of Base Gross Revenues or the pro-rated portion thereof in the case of a Lease Year which is not a full twelve-month period.

1.32 “ Existing Financing ” shall mean the financing secured by one or more Encumbrances on the Leased Property in effect as of the date of this Agreement.

1.33 “ Extended Term ” shall have the meaning given such term in Section 2.4 .

1.34 “ Facility ” shall mean, with respect to any Property, the skilled nursing/intermediate care/independent living/assisted living/special care/group home facility being operated or proposed to be operated on such Property.

1.35 “ Facility Mortgage ” shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with Article 20 .

1.36 “ Facility Mortgagee ” shall mean the holder of any Facility Mortgage.

1.37 “ Financial Officer’s Certificate ” shall mean, as to any Person, a certificate of the chief executive officer, chief financial officer or chief accounting officer (or such officers’ authorized designee) of such Person, duly authorized, accompanying the financial statements required to be delivered by such Person pursuant to Section 17.2 , in which such officer shall certify (a) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of such Person at and as of the dates thereof and the results of its and their operations for the periods covered thereby, and (b) in the event that the certifying party is an officer of Tenant and the certificate is being given in such capacity, that no Event of Default has occurred and is continuing hereunder.

1.38 “ Fiscal Year ” shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.

1.39 “ Five Star ” shall mean Five Star Quality Care, Inc., a Maryland corporation, and its permitted successors and assigns.

1.40 “ Fixed Term ” shall have the meaning given such term in Section 2.3 .

1.41 “ Fixtures ” shall have the meaning given such term in Section 2.1(d) .

1.42 “ GAAP ” shall mean generally accepted accounting principles consistently applied.

1.43 “ Government Agencies ” shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Facility operated thereon.

1.44 “ Gross Revenues ” shall mean, with respect to each Property, for each Fiscal Year during the Term, in the aggregate, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all units, beds and other facilities provided, meals served, services performed, space or facilities subleased or goods sold on such Property, or any portion thereof, including, without limitation, any other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; provided , however , that Gross Revenues shall not include the following: revenue from professional fees or charges by physicians and unaffiliated providers of services, when and to the extent such charges are paid over to such physicians and unaffiliated providers of services, or are separately billed and not included in comprehensive fees; contractual allowances (relating to any period during the Term) for billings not paid by or received from the appropriate governmental agencies or third party providers; allowances according to GAAP for uncollectible accounts, including credit card accounts and charity care or other administrative discounts; all proper patient billing credits and adjustments according to GAAP relating to health care accounting; provider discounts for hospital or other medical facility utilization contracts and credit card discounts; any amounts actually paid by Tenant for the cost of any federal, state or local governmental programs imposed specially to provide or finance indigent patient care; federal, state or municipal excise, sales, use, occupancy or similar taxes collected directly from patients, clients or residents or included as part of the sales price of any goods or services;

insurance proceeds (other than proceeds from business interruption or other loss of income insurance); Award proceeds (other than for a temporary Condemnation); revenues attributable to services actually provided off-site or otherwise away from such Property, such as home health care, to persons that are not patients, clients or residents at such Property; revenues attributable to child care services provided primarily to employees of such Property; any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Facility located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; reimbursements for provider, bed or occupancy taxes charged by any Governmental Agency to the extent previously included in Gross Revenues; and interest income from any bank account or investment of Tenant.

1.45 “ Guarantor ” shall mean Five Star and each and every other guarantor of Tenant’s obligations under this Agreement, and each such guarantor’s successors and assigns.

1.46 “ Guaranty ” shall mean any guaranty agreement executed by a Guarantor in favor of Landlord pursuant to which the payment or performance of Tenant’s obligations under this Agreement are guaranteed, together with all modifications, amendments and supplements thereto.

1.47 “ Hazardous Substances ” shall mean any substance:

(a) the presence of which requires or may hereafter require notification, investigation or remediation under any federal, state or local statute, regulation, rule, ordinance, order, action or policy; or

(b) which is or becomes defined as a “hazardous waste”, “hazardous material” or “hazardous substance” or “pollutant” or “contaminant” under any present or future federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq .) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq .) and the regulations promulgated thereunder; or

(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision thereof; or

(d) the presence of which on any Property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such Property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such Property, or any portion thereof, or to the health or safety of persons on or about such Property, or any portion thereof; or

(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or

(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

(g) without limitation, which contains or emits radioactive particles, waves or material; or

(h) without limitation, constitutes Regulated Medical Wastes.

1.48 “ Immediate Family ” shall mean, with respect to any individual, such individual’s spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.

1.49 “ Impositions ” shall mean, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), ground rents (including any minimum rent under any ground lease, and any additional rent or charges thereunder), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit,

inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Tenant (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (a) Landlord’s interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; provided , however , that nothing contained herein shall be construed to require Tenant to pay and the term “Impositions” shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Facility Mortgage) or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.1.3 , (vi) any impositions imposed on Landlord that are a result of Landlord not being considered a “United States person” as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement governing Landlord’s conduct or operation or as a result of the negligence or willful misconduct of Landlord.

1.50 “ Incidental Documents ” shall mean, collectively, any Guaranty, any Security Agreement and any Pledge Agreement.

1.51 “ Indebtedness ” shall mean all obligations, contingent or otherwise, which in accordance with GAAP should be reflected on the obligor’s balance sheet as liabilities.

1.52 “ Insurance Requirements ” shall mean all terms of any insurance policy required by this Agreement and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant, any Manager or the Leased Property.

1.53 “ Interest Rate ” shall mean, with respect to each Property, the per annum interest rate specified as the Interest Rate with respect to such Property on Schedule 1 attached hereto and made a part hereof.

1.54 “ Land ” shall have the meaning given such term in Section 2.1(a) .

1.55 “ Landlord ” shall have the meaning given such term in the preambles to this Agreement and shall also include its permitted successors and assigns.

1.56 “ Landlord Default ” shall have the meaning given such term in Article 14 .

1.57 “ Landlord Liens ” shall mean liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided , however , that “ Landlord Lien ” shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.

1.58 “ Lease Year ” shall mean any Fiscal Year or portion thereof during the Term.

1.59 “ Leased Improvements ” shall have the meaning given such term in Section 2.1(b) .

1.60 “ Leased Intangible Property ” shall mean all agreements, service contracts, equipment leases, booking

agreements and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits, trade names, service marks, telephone exchange numbers identified with the Leased Property, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.

1.61 “ Leased Personal Property ” shall have the meaning given such term in Section 2.1(e) .

1.62 “ Leased Property ” shall have the meaning given such term in Section 2.1 .

1.63 “ Legal Requirements ” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations, certificates of need, authorizations and regulations necessary to operate any Property for its Permitted Use, and (b) all covenants, agreements, restrictions and encumbrances contained in any instruments at any time in force affecting any Property, including those which may (i) require material repairs, modifications or alterations in or to any Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlord’s status as a real estate investment trust.

1.64 “ Lien ” shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of general creditors.

1.65 “ Manager ” shall mean, with respect to any Property, the operator or manager under any Management Agreement from time

to time in effect with respect to such Property, and its permitted successors and assigns.

1.66 “ Management Agreement ” shall mean, with respect to any Property, any operating or management agreement from time to time entered into by Tenant with respect to such Property in accordance with the applicable provisions of this Agreement, together with all amendments, modifications and supplements thereto.

1.67 “ Minimum Rent ” shall mean the sum of Sixty Million Two Hundred Seventeen Thousand One Hundred Twenty and 00/100s Dollars ($60,217,120.00) per annum.

1.68 “ Notice ” shall mean a notice given in accordance with Section 23.10 .

1.69 “ Officer’s Certificate ” shall mean a certificate signed by an officer or other duly authorized individual of the certifying Entity duly authorized by the board of directors or other governing body of the certifying Entity.

1.70 “ Original Leases ” shall have the meaning given such term in the recitals to this Agreement.

1.71 “ Overdue Rate ” shall mean, on any date, a per annum rate of interest equal to the lesser of fifteen percent (15%) and the maximum rate then permitted under Applicable Laws.

1.72 “ Parent ” shall mean, with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.

1.73 “ Permitted Encumbrances ” shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owner’s or leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord from time to time.

1.74 “ Permitted Use ” shall mean, with respect to any Property, any use of such Property permitted pursuant to Section 4.1.1 .

1.75 “ Person ” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

1.76 “ Pledge Agreement ” shall mean, collectively, any pledge agreement made in favor of Landlord with respect to the stock or other equity interests of Tenant or any assignee, subtenant or other transferee, as it or they may be amended, restated, supplemented or otherwise modified from time to time.

1.77 “ Property ” shall have the meaning given such term in Section 2.1 .

1.78 “ Provider Agreements ” shall mean all participation, provider and reimbursement agreements or arrangements now or hereafter in effect for the benefit of Tenant or any Manager in connection with the operation of any Facility relating to any right of payment or other claim arising out of or in connection with Tenant’s participation in any Third Party Payor Program.

1.79 “ Regulated Medical Wastes ” shall mean all materials generated by Tenant, subtenants, patients, occupants or the operators of the Leased Property which are now or may hereafter be subject to regulation pursuant to the Material Waste Tracking Act of 1988, or any Applicable Laws promulgated by any Government Agencies.

1.80 “ Rent ” shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.

1.81 “ Rules ” shall have the meaning given such term in Section 22.1 .

1.82 “ SEC ” shall mean the Securities and Exchange Commission.

1.83 “ Security Agreement ” shall mean, collectively, any security agreement made by Tenant or any assignee, subtenant or other transferee for the benefit of Landlord, as it or they may be amended, restated, supplemented or otherwise modified from time to time.

1.84 “ State ” shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.

1.85 “ Subordinated Creditor ” shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.

1.86 “ Subordination Agreement ” shall mean any agreement (and any amendments thereto) executed by a Subordinated Creditor pursuant to which the payment and performance of Tenant’s obligations to such Subordinated Creditor are subordinated to the payment and performance of Tenant’s obligations to Landlord under this Agreement.

1.87 “ Subsidiary ” shall mean, with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).

1.88 “ Successor Landlord ” shall have the meaning given such term in Section 20.2 .

1.89 “ Tenant ” shall have the meaning given such term in the preambles to this Agreement.

1.90 “ Tenant’s Personal Property ” shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of Tenant, if any, acquired by Tenant on and after the applicable Commencement Date for any Property and located at such Property or used in Tenant’s business at the Leased Property and all modifications, replacements, alterations and additions to such personal property installed at the expense of Tenant, other than any items included within the definitions of Fixtures and Leased Personal Property.

1.91 “ Term ” shall mean, collectively, the Fixed Term and the Extended Term, to the extent properly exercised pursuant to the provisions of Section 2.4 , unless sooner terminated pursuant to the provisions of this Agreement.

1.92 “ Third Party Payor Programs ” shall mean all third party payor programs in which Tenant presently or in the future may participate, including, without limitation, Medicare, Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, Managed Care Plans, other private insurance programs and employee assistance programs.

1.93 “ Third Party Payors ” shall mean Medicare, Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, private insurers and any other Person which presently or in the future maintains Third Party Payor Programs.

1.94 “ Unsuitable for Its Permitted Use ” shall mean, with respect to any Facility, a state or condition of such Facility such that (a) following any damage or destruction involving a Facility, (i) such Facility cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage or destruction, and as otherwise required by Section 10.2.4 , within twelve (12) months following such damage or destruction or such longer period of time as to which business interruption insurance is available to cover Rent and other costs related to the applicable Property following such damage or destruction, (ii) the damage or destruction, if uninsured, exceeds $1,000,000 or (iii) the cost of such restoration exceeds ten percent (10%) of the fair market value of such Property immediately prior to such damage or destruction, or (b) as the result of a partial taking by Condemnation, such Facility cannot be operated, in the good faith judgment of Tenant, on a commercially practicable basis for its Permitted Use.

1.95 “ Work ” shall have the meaning given such term in Section 10.2.4 .

ARTICLE 2

LEASED PROPERTY AND TERM

2.1 Leased Property . Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord’s right, title and interest in and to all of the following (each of items (a) through (g) below which relates to any single Facility, a “ Property ” and, collectively, the “ Leased Property ”):

(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-27 attached hereto and made a part hereof (the “ Land ”);

(b) all buildings, structures and other improvements of every kind including, but not limited to, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently

situated upon the Land (collectively, the “ Leased Improvements ”);

(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;

(d) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenant’s Personal Property (collectively, the “ Fixtures ”);

(e) all machinery, equipment, furniture, furnishings, moveable walls or partitions, computers or trade fixtures or other personal property of any kind or description used or useful in Tenant’s business on or in the Leased Improvements, and located on or in the Leased Improvements, and all modifications, replacements, alterations and additions to such personal property, except items, if any, included within the category of Fixtures, but specifically excluding all items included within the category of Tenant’s Personal Property (collectively, the “ Leased Personal Property ”);

(f) all of the Leased Intangible Property; and

(g) any and all leases of space in the Leased Improvements.

2.2 Condition of Leased Property . Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its “as is” condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing

prior to the applicable Commencement Date for any Property or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlord’s rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlord’s or Tenant’s name, all at Tenant’s sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) incurred by Landlord in connection with such cooperation.

2.3 Fixed Term . The initial term of this Agreement (the “ Fixed Term ”) with respect to each Property commenced on the Commencement Date with respect to such Property and shall expire on December 31, 2028.

2.4 Extended Terms . Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for two renewal terms of fifteen (15) years each (each an “ Extended Term ”).

If and to the extent Tenant shall exercise the options, the first Extended Term shall commence on January 1, 2029 and expire on December 31, 2043 and the second Extended Term shall commence on January 1, 2044 and expire on December 31, 2058. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that Tenant shall have no right to extend the Term beyond December 31, 2058. If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than December 31, 2026, and if Tenant shall elect to exercise

its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2041, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

Notwithstanding the foregoing, Tenant shall have no right to extend the Term for either Extended Term with respect to any Properties located in the State of California. If Tenant shall extend the Term, the definition of Leased Property shall exclude any Properties located in the State of California during the Extended Term(s), Minimum Rent shall be reduced by the Minimum Rent allocated thereto by the parties, and Tenant shall surrender such Properties to Landlord at the expiration of the Fixed Term in the condition required by Section 5.3 and shall comply with all of its other obligations relating to such Properties as if the Term had expired at the end of the Fixed Term.

ARTICLE 3

RENT

3.1 Rent . Tenant shall pay, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this Agreement), Minimum Rent and Additional Rent to Landlord and Additional Charges to the party to whom such Additional Charges are payable, during the Term. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion.

Rent for any partial calendar month shall be prorated on a per diem basis.

3.1.1 Minimum Rent .

(a) Payments . Minimum Rent shall be paid in equal monthly installments in arrears on the first Business Day of each calendar month during the Term.

(b) Allocation of Minimum Rent . Minimum Rent may be allocated and reallocated among the Properties comprising the Leased Property by agreement among Landlord and Tenant; provided , however that in no event shall the Minimum Rent allocated to any Property be less than the monthly amount payable by Landlord on account of any Facility Mortgage and/or ground or master lease with respect to such Property nor shall the aggregate amount of Minimum Rent allocated among the Properties exceed the total amount payable for the Leased Property.

(c) Adjustments of Minimum Rent Following Disbursements Under Sections 5.1.2(b), 10.2.3 and 11.2 . Effective on the date of each disbursement to pay for the cost of any repairs, maintenance, renovations or replacements pursuant to Sections 5.1.2(b), 10.2.3 or 11.2 , the annual Minimum Rent shall be increased by a per annum amount equal to the Disbursement Rate times the amount so disbursed. If any such disbursement is made during any calendar month on a day other than the first Business Day of such calendar month, Tenant shall pay to Landlord on the first Business Day of the immediately following calendar month (in addition to the amount of Minimum Rent payable with respect to such calendar month, as adjusted pursuant to this paragraph (c)) the amount by which Minimum Rent for the preceding calendar month, as adjusted for such disbursement on a per diem basis, exceeded the amount of Minimum Rent paid by Tenant for such preceding calendar month.

(d) Adjustments of Minimum Rent Following Partial Lease Termination . Subject to Section 4.1.1(b) , if this Agreement shall terminate with respect to any Property but less than all of the Leased Property, Minimum Rent shall be reduced by the affected Property’s allocable share of Minimum Rent determined in accordance with the applicable provisions of this Agreement.

3.1.2 Additional Rent .

(a) Amount . Tenant shall pay additional rent (“ Additional Rent ”) with respect to each Lease Year during the Term in an amount, not less than zero, equal to four percent (4%) of Excess Gross Revenues at each Property.

(b) Quarterly Installments . Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears. Quarterly payments of Additional Rent for each Property shall be calculated based on Gross Revenues for such quarter during the preceding year and shall be due and payable and delivered to Landlord on the first Business Day of each calendar quarter, or portion thereof, thereafter occurring during the Term, together with an Officer’s Certificate setting forth the calculation of Additional Rent due and payable for such quarter.

(c) Reconciliation of Additional Rent . In addition, within seventy-five (75) days after the end of each Lease Year (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate from Tenant’s chief financial or accounting officer certifying that such report is true and correct, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year, or portion thereof, based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate from Tenant’s chief financial or accounting officer certifying that such statement is true and correct.

that no Event of Default shall have occurred and be continuing, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

(d) Confirmation of Additional Rent . Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with such audits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin such audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate and shall complete such audit as soon as reasonably possible thereafter. All such audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such audit discloses a deficiency in the payment of Additional Rent and either Tenant agrees with the result of such audit or the matter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof, and if the amount of such deficiency exceeds five percent (5%) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord the

aggregate amount of all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or the matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided , however , that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit shall be settled by arbitration pursuant to the provisions of Article 22 .

3.1.3 Additional Charges . In addition to the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or cause to be paid) to the appropriate parties and discharge (or cause to be discharged) as and when due and payable the following (collectively, “ Additional Charges ”):

(a) Impositions . Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be

added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement, Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to file a protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last

date on which the same may be made without interest or penalty, subject to the provisions of Article 8 .

(b) Utility Charges . Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.

(c) Insurance Premiums . Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article 9 .

(d) Other Charges . Tenant shall pay or cause to be paid all other amounts, liabilities and obligations, including, without limitation, ground rents, if any, and all amounts payable under any equipment leases and all agreements to indemnify Landlord under Sections 4.4.2 and 9.5 .

(e) Reimbursement for Additional Charges . If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement (other than termination by reason of an Event of Default), Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.

3.2 Late Payment of Rent, Etc. If any installment of Minimum Rent, Additional Rent or Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid within ten (10) days after its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to

Landlord or any Facility Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof.

3.3 Net Lease . The Rent shall be absolutely net to Landlord so that this Agreement shall yield to Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Agreement which expressly provide otherwise, including those provisions for adjustment or abatement of such Rent.

3.4 No Termination, Abatement, Etc. Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the Leased Property, or any portion thereof, from whatever cause or any Condemnation, (b) the lawful or unlawful prohibition of, or restriction upon, Tenant’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition,

readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.

ARTICLE 4

USE OF THE LEASED PROPERTY

4.1 Permitted Use .

4.1.1 Permitted Use .

(a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other

insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b) ), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.

(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided , however , in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “ Offer ”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

4.1.2 Necessary Approvals . Tenant shall proceed with all due diligence and exercise reasonable efforts to obtain and

maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Facility located thereon under Applicable Laws and, without limiting the foregoing, shall exercise reasonable efforts to maintain (or cause to be maintained) appropriate certifications for reimbursement and licensure.

4.1.3 Lawful Use, Etc. Tenant shall not, and shall not permit any Person to use or suffer or permit the use of any Property or Tenant’s Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Facility, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (a) may materially and adversely impair Landlord’s title thereto or to any portion thereof, or (b) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of such Property, or any portion thereof.

4.2 Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Section 5.1.2(b) and Article 8 , Tenant, at its sole expense, shall (a) comply with (or cause to be complied with) all material Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration and restoration of any Property and with the terms and conditions of any ground lease affecting any Property, (b) perform (or cause to be performed) in a timely fashion all of Landlord’s obligations under any ground lease affecting any Property and (c) procure, maintain and comply with (or cause to be procured, maintained and complied with) all material licenses, certificates of need, permits, provider agreements and other authorizations and agreements required for any use of any Property and Tenant’s Personal Property, if any, then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof.

4.3 Compliance with Medicaid and Medicare Requirements . Tenant, at its sole cost and expense, shall make (or shall cause to be made), whatever improvements (capital or ordinary) as are required to conform each Property to such standards as may, from time to time, be required by Federal Medicare (Title 18) or Medicaid (Title 19) for skilled and/or intermediate care nursing programs, to the extent Tenant is a participant in such programs with respect to such Property, or any other applicable programs or legislation, or capital improvements required by any other

governmental agency having jurisdiction over any Property as a condition of the continued operation of such Property for its Permitted Use.

4.4 Environmental Matters .

4.4.1 Restriction on Use, Etc. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store, spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly: (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is required to be filed by Tenant or any Manager with respect to any Property pursuant to SARA Title III or any other Applicable Laws, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or any Manager or their respective agents or representatives with respect thereto (collectively, “ Environmental Notice ”), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Laws and/or presents a material risk of any material cost, expense, loss or damage (an “ Environmental Obligation ”), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the use, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use or maintenance or requiring the removal, treatment, containment or other disposition thereof, and (e) pay or otherwise dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related thereto, unless Tenant or any Manager shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not materially and adversely affected thereby.

incur any and all expenses, as are required by any Government Agency and by Applicable Laws, (x) to clean up and remove from and about such Property all Hazardous Substances thereon, (y) to contain and prevent any further release or threat of release of Hazardous Substances on or about such Property and (z) to use good faith efforts to eliminate any further release or threat of release of Hazardous Substances on or about such Property.

4.4.2 Indemnification of Landlord . Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “ Indemnitees ” and, individually, an “ Indemnitee ”) for, from and against any and all debts, liens, claims, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Laws, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date for such Property. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Laws. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee.

after written demand therefor is given to Tenant until paid by Tenant to Landlord at the Overdue Rate.

4.4.3 Survival . The provisions of this Section 4.4 shall survive the expiration or sooner termination of this Agreement.

ARTICLE 5

MAINTENANCE AND REPAIRS

5.1 Maintenance and Repair .

5.1.1 Tenant’s General Obligations . Tenant shall keep (or cause to be kept), at Tenant’s sole cost and expense, the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant’s Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant’s or any Manager’s use, any prior use, the elements or the age of the Leased Property or Tenant’s Personal Property or any portion thereof), and shall promptly make or cause to be made all necessary and appropriate repairs and replacements to each Property of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the Commencement Date for such Property (concealed or otherwise). All repairs shall be made in a good, workmanlike manner, consistent with industry standards for comparable Facilities in like locales, in accordance with all applicable federal, state and local statutes, ordinances, codes, rules and regulations relating to any such work. Tenant shall not take or omit to take (or permit any Person to take or omit to take) any action, the taking or omission of which would materially and adversely impair the value or the usefulness of the Leased Property or any material part thereof for its Permitted Use. Tenant’s obligations under this Section 5.1.1 shall be limited in the event of any casualty or Condemnation as set forth in Article 10 and Article 11 and Tenant’s obligations with respect to Hazardous Substances are as set forth in Section 4.4 .

5.1.2 Landlord’s Obligations .

(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or

description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing.

(b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6 , Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6 , disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

5.1.3 Nonresponsibility of Landlord, Etc. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that liens on the Leased Property or on Landlord’s interest therein are expressly prohibited and that they must look solely

to Tenant to secure payment for any work done or material furnished to Tenant or any Manager or for any other purpose during the term of this Agreement.

5.2 Tenant’s Personal Property . Tenant shall provide and maintain (or cause to be provided and maintained) throughout the Term all such Tenant’s Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after the Commencement Date with respect to any Property, Tenant acquires an interest in any item of tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or its designee may assume Tenant’s rights and obligations under such agreement upon Landlord’s purchase of the same in accordance with the provisions of Article 15 and the assumption of management or operation of the Facility by Landlord or its designee.

5.3 Yield Up . Upon the expiration or sooner termination of this Agreement (or the termination of this Agreement with respect to any Property), Tenant shall vacate and surrender the Leased Property or such Property (as applicable) to Landlord in substantially the same condition in which such Property was in on its Commencement Date, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear excepted (and casualty damage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article 10 or Article 11 excepted).

In addition, upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord’s sole cost and expense, use its good faith efforts to transfer (or cause to be transferred) to and cooperate with Landlord or Landlord’s nominee in connection with the processing of all applications for licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Facility as then operated. If requested by Landlord, Tenant shall continue to manage one or more of the Facilities after the expiration of the Term for up to one hundred eighty (180) days, on such reasonable terms (which shall include an agreement to reimburse Tenant for its reasonable out-of-pocket costs and expenses, and reasonable administrative costs), as Landlord shall reasonably request.

5.4 Management Agreement . Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend or modify the provisions of any Management Agreement with respect to any Property. Any Management Agreement entered into pursuant to the provisions of this Section 5.4 shall be subordinate to this Agreement and shall provide, inter alia , that all amounts due from Tenant to Manager thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due to Manager thereunder pursuant to such Management Agreement) and for termination thereof, at Landlord’s option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action under any such Management Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned.

ARTICLE 6

IMPROVEMENTS, ETC.

6.1 Improvements to the Leased Property . Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided that (a) construction or installation of the same would not adversely affect or violate any material Legal Requirement or Insurance Requirement applicable to any Property and (b) Landlord shall have received an Officer’s

Certificate certifying as to the satisfaction of the conditions set out in clause (a) above; provided , however , that no such consent shall be required in the event immediate action is required to prevent imminent harm to person or property. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenant’s interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlord’s sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Agreement, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.

6.2 Salvage . All materials which are scrapped or removed in connection with the making of either Capital Additions or non-Capital Additions or repairs required by Article 5 shall be or become the property of the party that paid for such work.

ARTICLE 7

LIENS

Article 20 and (h) Landlord Liens and any other voluntary liens created by Landlord.

ARTICLE 8

PERMITTED CONTESTS

penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.

ARTICLE 9

INSURANCE AND INDEMNIFICATION

9.1 General Insurance Requirements . Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of any Property, or any portion thereof, keep (or cause to be kept) such Property and all property located therein or thereon, insured against the risks and in such amounts as is against such risks and in such amounts as Landlord shall reasonably require and may be commercially reasonable. Tenant shall prepare a proposal setting forth the insurance Tenant proposes to be maintained with respect to each Property during the ensuing Fiscal Year and shall submit such proposal to Landlord on or before December 1 of the preceding Lease Year for Landlord’s review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of such proposal, such proposal shall be deemed approved.

9.2 Waiver of Subrogation . Landlord and Tenant agree that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in any State) with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, the party carrying such insurance and suffering said loss releases the others of and from any and all claims with respect to such loss; and they further agree that their respective insurance companies (and, if Landlord or Tenant shall self insure in accordance with the terms hereof, Landlord or Tenant, as the case may be) shall have no right of subrogation against the other on account thereof, even though extra premium may result therefrom. In the event that any extra premium is payable by Tenant as a result of this provision, Landlord shall not be liable for reimbursement to Tenant for such extra premium.

9.3 Form Satisfactory, Etc. All insurance policies and endorsements required pursuant to this Article 9 shall be fully paid for, nonassessable, and issued by reputable insurance companies authorized to do business in the State and having a general policy holder’s rating of no less than A in Best’s latest rating guide. All property, business interruption,

liability and flood insurance policies with respect to each Property shall include no deductible in excess of Two Hundred Fifty Thousand Dollars ($250,000). At all times, all property, business interruption, liability and flood insurance policies, with the exception of worker’s compensation insurance coverage, shall name Landlord and any Facility Mortgagee as additional insureds, as their interests may appear. All loss adjustments shall be payable as provided in Article 10 , except that losses under liability and worker’s compensation insurance policies shall be payable directly to the party entitled thereto. Tenant shall cause all insurance premiums to be paid prior to the effective date of any policy, if required by such policy, or pursuant to an installment payment plan if permissible under such policy. Not more than twenty five (25) days nor less than five (5) days prior to the effective date of the policies or renewal policies (which, for renewal policies, shall be prior to the expiration of the existing policy), Tenant shall deliver to Landlord copies of enforceable binders for such insurance coverage. Tenant shall deliver (or cause to be delivered) to Landlord certificates evidencing such insurance coverage within five (5) days after the effective date of such policies, and thereafter Tenant shall deliver to Landlord the policies or renewal policies promptly upon receipt by Tenant. All such policies shall provide Landlord (and any Facility Mortgagee if required by the same) thirty (30) days prior written notice of any material change or cancellation of such policy. In the event Tenant shall fail to effect (or cause to be effected) such insurance as herein required, to pay (or cause to be paid) the premiums therefor or to deliver (or cause to be delivered) such policies or certificates to Landlord or any Facility Mortgagee at the times required, Landlord shall have the right, but not the obligation, upon Notice to Tenant, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as Additional Charges, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.

9.4 No Separate Insurance; Self-Insurance . Tenant shall not take (or permit any Person to take) out separate insurance, concurrent in form or contributing in the event of loss with that required by this Article 9 , or increase the amount of any existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of such insurance, including Landlord and all Facility Mortgagees, are included therein as additional insureds and the loss is payable under such insurance in the same manner as losses are payable under this Agreement.

In the event Tenant shall take out any such separate insurance or increase any of the amounts of the then existing insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall not self-insure (or permit any Person to self-insure) with respect to any insurance required to be carried hereunder by Tenant.

9.5 Indemnification of Landlord . Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

ARTICLE 10

CASUALTY

10.1 Insurance Proceeds . Except as provided in the last clause of this sentence, all proceeds payable by reason of any loss or damage to any Property, or any portion thereof, and insured under any policy of insurance required by Article 9 (other than the proceeds of any business interruption insurance) shall be paid directly to Landlord (subject to the provisions of Section 10.2 ) and all loss adjustments with respect to losses payable to Landlord shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided , however , that, so long as no Event of Default shall have occurred and be continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant and such losses may be adjusted without Landlord’s consent. If Tenant is required to reconstruct or repair any Property as provided herein, such proceeds shall be paid out by Landlord from time to time for the reasonable costs of reconstruction or repair of such Property necessitated by such damage or destruction, subject to and in accordance with the provisions of Section 10.2.4 . Provided no Default or Event of Default has occurred and is continuing, any excess proceeds of insurance remaining after the completion of the restoration shall be paid to Tenant. In the event that the provisions of Section 10.2.1 are applicable, the insurance proceeds shall be retained by the party entitled thereto pursuant to Section 10.2.1 .

10.2 Damage or Destruction .

10.2.1 Damage or Destruction of Leased Property . If, during the Term, any Property shall be totally or partially destroyed and the Facility located thereon is thereby rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by the giving of Notice thereof to the other, terminate this Agreement with respect to such affected Property, whereupon, this Agreement shall terminate with respect to such affected Property and Landlord shall be entitled to retain the insurance proceeds payable on account of such damage. In such event, Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Facility, the amount of any uninsured loss and any difference between the replacement cost of the affected Property and the casualty insurance proceeds therefor.

10.2.2 Partial Damage or Destruction . If, during the Term, any Property shall be totally or partially destroyed but the Facility is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section 10.2.3 , promptly restore such Facility as provided in Section 10.2.4 .

10.2.3 Insufficient Insurance Proceeds . If the cost of the repair or restoration of the applicable Facility exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1 , Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant, given within sixty (60) days after Tenant’s notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1 . It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.

10.2.4 Disbursement of Proceeds . In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10 , Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “ Work ”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to

the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3 , Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require.

Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord.

10.3 Damage Near End of Term . Notwithstanding any provisions of Section 10.1 or 10.2 to the contrary, if damage to or destruction of any Property occurs during the last twelve (12) months of the Term and if such damage or destruction cannot reasonably be expected to be fully repaired and restored prior to the date that is six (6) months prior to the end of the Term, the provisions of Section 10.2.1 shall apply as if such Property had been totally or partially destroyed and the Facility thereon rendered Unsuitable for its Permitted Use.

10.4 Tenant’s Property . All insurance proceeds payable by reason of any loss of or damage to any of Tenant’s Personal Property shall be paid to Tenant and, to the extent necessary to repair or replace Tenant’s Personal Property in accordance with Section 10.5 , Tenant shall hold such proceeds in trust to pay the cost of repairing or replacing damaged Tenant’s Personal Property.

10.5 Restoration of Tenant’s Property . If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenant’s Personal Property, or (b) replace such alterations and improvements and Tenant’s Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.

10.6 No Abatement of Rent . This Agreement shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any damage involving the Leased Property, or any portion thereof (provided that Landlord shall credit against such payments any amounts paid to Landlord as a consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this Article 10 shall be considered an express agreement governing any cause of damage or destruction to the Leased Property, or any portion thereof, and, to the maximum extent permitted by law, no local or State statute, laws, rules, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.

10.7 Waiver . Tenant hereby waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property, or any portion thereof.

ARTICLE 11

CONDEMNATION

11.1 Total Condemnation, Etc. If either (a) the whole of any Property shall be taken by Condemnation or (b) a Condemnation of less than the whole of any Property renders any Property Unsuitable for Its Permitted Use, this Agreement shall terminate with respect to such Property, and Tenant and Landlord shall seek the Award for their interests in the applicable Property as provided in Section 11.5 .

11.2 Partial Condemnation . In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2 . If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5 .

(d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.

11.3 Abatement of Rent . Other than as specifically provided in this Agreement, this Agreement shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any Condemnation involving the Leased Property, or any portion thereof. The provisions of this Article 11 shall be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by law, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such a contingency shall have any application in such case.

11.4 Temporary Condemnation . In the event of any temporary Condemnation of any Property or Tenant’s interest therein, this Agreement shall continue in full force and effect and Tenant shall continue to pay (or cause to be paid), in the manner and on the terms herein specified, the full amount of the Rent. Tenant shall continue to perform and observe (or cause to be performed and observed) all of the other terms and conditions of this Agreement on the part of the Tenant to be performed and observed. Provided no Event of Default has occurred and is continuing, the entire amount of any Award made for such temporary Condemnation allocable to the Term, whether paid by way of damages, rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the termination of any such period of temporary Condemnation, at its sole cost and expense, restore the affected Property to the condition that existed immediately prior to such Condemnation, in material compliance with all applicable Legal Requirements, unless such period of temporary Condemnation shall extend beyond the expiration of the Term, in

which event Tenant shall not be required to make such restoration.

11.5 Allocation of Award . Except as provided in Section 11.4 and the second sentence of this Section 11.5 , the total Award shall be solely the property of and payable to Landlord. Any portion of the Award made for the taking of Tenant’s leasehold interest in the Leased Property, loss of business during the remainder of the Term, the taking of Tenant’s Personal Property, the taking of Capital Additions paid for by Tenant and Tenant’s removal and relocation expenses shall be the sole property of and payable to Tenant (subject to the provisions of Section 11.2 ). In any Condemnation proceedings, Landlord and Tenant shall each seek its own Award in conformity herewith, at its own expense.

ARTICLE 12

DEFAULTS AND REMEDIES

12.1 Events of Default . The occurrence of any one or more of the following events shall constitute an “ Event of Default ” hereunder:

(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due, which failure shall continue for at least five (5) Business Days after Notice from Landlord to Tenant; or

(b) should Tenant fail to maintain the insurance coverages required under Article 9 ; or

(c) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clauses (a) and (b) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided , however , that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional ninety (90) days in the aggregate) as may be necessary to cure such default with all due diligence; or

(d) should any material obligation of Tenant in respect of any Indebtedness for money borrowed or for any material property or services, or any guaranty relating thereto, be declared to be or become due and payable prior to the stated maturity thereof, or should there occur and be continuing with respect to any such Indebtedness any event of default under any instrument or agreement evidencing or securing the same, the effect of which is to permit the holder or holders of such instrument or agreement or a trustee, agent or other representative on behalf of such holder or holders, to cause any such obligations to become due prior to its stated maturity; or

(e) should an event of default by Tenant, any Guarantor or any Affiliated Person as to Tenant or any Guarantor occur and be continuing beyond the expiration of any applicable cure period under any of the Incidental Documents; or

(f) should Tenant or any Guarantor generally not be paying its debts as they become due or should Tenant or any Guarantor make a general assignment for the benefit of creditors; or

(g) should any petition be filed by or against Tenant or any Guarantor under the Federal bankruptcy laws, or should any other proceeding be instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of Tenant’s debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or any Guarantor or for any substantial part of the property of Tenant or any Guarantor and such proceeding is not dismissed within one hundred eighty (180) days after institution thereof; or

(h) should Tenant or any Guarantor cause or institute any proceeding for its dissolution or termination; or

(i) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of (x) ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall

give notice to Landlord of the dispute but Tenant may defend in any suitable way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8 ); or

(j) should there occur any direct or indirect Change in Control of Tenant or any Guarantor; or

(k) should a final unappealable determination be made by the applicable Government Agency that Tenant shall have failed to comply with applicable Medicare and/or Medicaid regulations in the operation of any Facility, as a result of which failure Tenant is declared ineligible to receive reimbursements under the Medicare and/or Medicaid programs for such Facility;

Tenant or as otherwise required by law and Tenant shall pay any deficiency to Landlord, as Additional Charges, upon demand.

12.2 Remedies . None of (a) the termination of this Agreement pursuant to Section 12.1 , (b) the repossession of the Leased Property, or any portion thereof, (c) the failure of Landlord to relet the Leased Property, or any portion thereof, nor (d) the reletting of all or any of portion of the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property, or terminated portion thereof, through and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term of this Agreement in the absence of such termination, and whether or not the Leased Property, or any portion thereof, shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent (Additional Rent to be reasonably calculated by Landlord based on historical Gross Revenues) and other charges which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the Leased Property, or any portion thereof, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Agreement had not been so terminated with respect to such of the Leased Property.

to an annual amount) for what would be the then unexpired term of this Agreement if the same remained in effect, over the fair market rental for the same period. Nothing contained in this Agreement shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.

12.3 Tenant’s Waiver . IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2 , TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12 , AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.

12.4 Application of Funds . Any payments received by Landlord under any of the provisions of this Agreement during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenant’s current

and past due obligations under this Agreement in such order as Landlord may determine or as may be prescribed by the laws of the State. Any balance shall be paid to Tenant.

12.5 Landlord’s Right to Cure Tenant’s Default . If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Leased Property, or any portion thereof, for such purpose and take all such action thereon as, in Landlord’s sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.

ARTICLE 13

HOLDING OVER

ARTICLE 14

LANDLORD DEFAULT

If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any

agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “ Landlord Default ” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder.

ARTICLE 15

PURCHASE RIGHTS

agrees that nothing contained in this Article 15 shall diminish, impair or otherwise modify Landlord’s rights under the Security Agreement and that any amounts paid by Landlord in order to purchase Tenant’s Personal Property in accordance with this Article 15 shall be applied first to Tenant’s current and past due obligations under this Agreement in such order as Landlord may reasonably determine or as may be prescribed by the laws of the applicable State and any balance shall be paid to Tenant.

ARTICLE 16

SUBLETTING AND ASSIGNMENT

16.1 Subletting and Assignment . Except as provided in Section 16.3 , Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting.

For purposes of this Section 16.1 , an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant.

covenants, agreements or obligations contained in this Agreement.

16.2 Required Sublease Provisions . Any sublease of all or any portion of the Leased Property shall provide (a) that it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (b) that in the event of termination of this Agreement or reentry or dispossession of Tenant by Landlord under this Agreement, Landlord may, at its option, terminate such sublease or take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Facility Mortgagee, as holder of a mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one (1) month’s rent, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the applicable Property, or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant unless actually delivered to Landlord by Tenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (c) in the event that such subtenant receives a

written Notice from Landlord or any Facility Mortgagee stating that an Event of Default has occurred and is continuing, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may direct. All rentals received from such subtenant by Landlord or the Facility Mortgagee, as the case may be, shall be credited against the amounts owing by Tenant under this Agreement and such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in form and substance reasonably satisfactory to Landlord, shall be delivered promptly to Landlord and (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof and (y) in the case of either an assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder.

The provisions of this Section 16.2 shall not be deemed a waiver of the provisions set forth in the first paragraph of Section 16.1 .

16.3 Permitted Sublease . Notwithstanding the foregoing, including, without limitation, Section 16.2 , but subject to the provisions of Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance after Notice to Landlord, (a) enter into third party residency agreements with respect to the units located at the Facilities, (b) sublease space at any Property for laundry, commissary or child care purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not reduce the number of units at any Facility, will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Facility Mortgagee may reasonably require, and (c) enter into one or more subleases with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof, provided Tenant gives Landlord Notice of the material terms and conditions thereof. Landlord and Tenant acknowledge and agree

that if Tenant enters into one (1) or more subleases with Affiliated Persons of Tenant with respect to any Property, or any portion thereof, in accordance with the preceding clause (c), Tenant may allocate the rent and other charges with respect to the affected Property in any reasonable manner; provided , however , that such allocation shall not affect Tenant’s (nor any Guarantor’s) liability for the Rent and other obligations of Tenant under this Agreement; and, provided , further , that Tenant shall give Landlord prompt written notice of any allocation or reallocation of the rent and other charges with respect to the affected Property and, in any event, Tenant shall give Landlord written notice of the amount of such allocations at least ten (10) Business Days prior to the date that Landlord or Senior Housing Properties Trust is required to file any tax returns in any State where such affected Property is located.

16.4 Sublease Limitation . Anything contained in this Agreement to the contrary notwithstanding, Tenant shall not sublet the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee, any other formula such that any portion of such sublease rental would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or would otherwise disqualify Landlord for treatment as a real estate investment trust.

ARTICLE 17

ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS

17.1 Estoppel Certificates . At any time and from time to time, but not more than a reasonable number of times per year, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other an Officer’s Certificate certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that no Default or an Event of Default has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser

or mortgagee of the Leased Property, or any portion thereof, or the leasehold estate created hereby.

17.2 Financial Statements . Tenant shall furnish or cause Five Star to furnish, as applicable, the following statements to Landlord:

(a) within forty-five (45) days after each of the first three fiscal quarters of any Fiscal Year, the most recent Consolidated Financials, accompanied by a Financial Officer’s Certificate;

(b) within ninety (90) days after the end of each Fiscal Year, the most recent Consolidated Financials and financials of Tenant for such year, certified by an independent certified public accountant reasonably satisfactory to Landlord and accompanied by a Financial Officer’s Certificate;

(c) within forty-five (45) days after the end of each month, an unaudited operating statement and statement of capital expenditures prepared on a Facility by Facility basis and a combined basis, including occupancy percentages and average rate, accompanied by a Financial Officer’s Certificate;

(d) at any time and from time to time upon not less than twenty (20) days Notice from Landlord or such additional period as may be reasonable under the circumstances, any Consolidated Financials, Tenant financials or any other audited or unaudited financial reporting information required to be filed by Landlord with any securities and exchange commission, the SEC or any successor agency, or any other governmental authority, or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party, for purposes of compliance therewith; provided , however , that, except as to calculations pertaining to Gross Revenues, Tenant shall not be required to provide audited financials with respect to any individual Facility unless Landlord shall agree to pay for the cost thereof;

(e) promptly, after receipt or sending thereof, copies of all notices given or received by Tenant under any Management Agreement; and

(f) promptly, upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant and/or any Guarantor as Landlord reasonably may request from time to time.

17.3 General Operations . Tenant covenants and agrees to furnish to Landlord, promptly upon request of Landlord, copies of:

(a) all licenses authorizing Tenant or any Manager to operate any Facility for its Permitted Use;

(b) all Medicare and Medicaid certifications, together with provider agreements and all material correspondence relating thereto with respect to any Facility (excluding, however, correspondence which may be subject to any attorney client privilege);

(c) if required under Applicable Laws with respect to any Facility, a license for each individual employed as administrator with respect to such Facility;

(d) all reports of surveys, statements of deficiencies, plans of correction, and all material correspondence relating thereto, including, without limitation, all reports and material correspondence concerning compliance with or enforcement of licensure, Medicare/Medicaid, and accreditation requirements, including physical environment and Life Safety Code survey reports (excluding, however, correspondence which may be subject to any attorney client privilege); and

(e) with reasonable promptness, such other confirmation as to the licensure and Medicare and Medicaid participation of Tenant as Landlord may reasonably request from time to time.

ARTICLE 18

LANDLORD’S RIGHT TO INSPECT

ARTICLE 19

EASEMENTS

19.1 Grant of Easements . Provided no Event of Default has occurred and is continuing, Landlord will join in granting and, if necessary, modifying or abandoning such rights-of-way, easements and other interests as may be reasonably requested by Tenant for ingress and egress, and electric, telephone, gas, water, sewer and other utilities so long as:

(a) the instrument creating, modifying or abandoning any such easement, right-of-way or other interest is satisfactory to and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned);

(b) Landlord receives an Officer’s Certificate from Tenant stating (i) that such grant, modification or abandonment is not detrimental to the proper conduct of business on such Property, (ii) the consideration, if any, being paid for such grant, modification or abandonment (which consideration shall be paid by Tenant), (iii) that such grant, modification or abandonment does not impair the use or value of such Property for the Permitted Use, and (iv) that, for as long as this Agreement shall be in effect, Tenant will perform all obligations, if any, of Landlord under any such instrument; and

(c) Landlord receives evidence satisfactory to Landlord that the Manager has granted its consent to such grant, modification or abandonment in accordance with the

requirements of such Manager’s Management Agreement or that such consent is not required.

19.2 Exercise of Rights by Tenant . So long as no Event of Default has occurred and is continuing, Tenant shall have the right to exercise all rights of Landlord under the Easement Agreements and, in connection therewith, Landlord shall execute and promptly return to Tenant such documents as Tenant shall reasonably request. Tenant shall perform all obligations of Landlord under the Easement Agreements.

19.3 Permitted Encumbrances . Any agreements entered into in accordance with this Article 19 shall be deemed a Permitted Encumbrance.

ARTICLE 20

FACILITY MORTGAGES

20.1 Landlord May Grant Liens . Without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement (“ Encumbrance ”) upon the Leased Property, or any portion thereof, or interest therein, to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance shall comply with the provisions of Article 8 and Section 20.2 .

20.2 Subordination of Lease . This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any such subordination, however, shall be

subject to the provisions of, and conditioned upon receipt by Tenant of the nondisturbance agreement described in, the penultimate sentence of this Section 20.2 . Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “ Superior Lease ” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “ Superior Landlord ” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “ Superior Mortgage ” and the holder, trustee or beneficiary of a Superior Mortgage or any successor in interest thereto is herein called “ Superior Mortgagee ”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2 , unless Tenant shall agree otherwise pursuant to any agreement between Tenant and such Superior Landlord or Superior Mortgagee, as applicable.

the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.2(b) or with respect to any insurance proceeds or Awards), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant whereby such Superior Mortgagee or Superior Lessor, as applicable, shall agree to recognize Tenant’s possessory and other rights under this Agreement notwithstanding any foreclosure or lease termination, subject to the provisions of this Section 20.2 . Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under Section 5.1.2(b) , (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and (c) to recognize any reduction in Minimum Rent attributable to the provisions of Section 4.1.1(b) .

20.3 Notice to Mortgagee and Superior Landlord . Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Facility Mortgagee or Superior Landlord under a lease with Landlord, as ground lessee, which includes the Leased Property, or any portion thereof, as part of the demised premises and which complies with Section 20.1 (which Notice shall be accompanied by a copy of the applicable mortgage or lease), no Notice from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with respect to a Facility Mortgagee or Superior Landlord unless and until a copy of the same is given to such Facility Mortgagee or Superior Landlord at the address set forth in the above described Notice, and the curing of any of Landlord’s defaults within the applicable notice and cure periods set forth in Article 14 by such Facility Mortgagee or Superior Landlord shall be treated as performance by Landlord.

ARTICLE 21

ADDITIONAL COVENANTS OF TENANT

21.1 Prompt Payment of Indebtedness . Tenant shall (a) pay or cause to be paid when due all payments of principal of and premium and interest on Tenant’s Indebtedness for money borrowed and shall not permit or suffer any such Indebtedness to become or remain in default beyond any applicable grace or cure period, (b) pay or cause to be paid when due all lawful claims for labor and rents with respect to the Leased Property, (c) pay or cause to be paid when due all trade payables and (d) pay or cause to be paid when due all other of Tenant’s Indebtedness upon which it is or becomes obligated, except, in each case, other than that referred to in clause (a), to the extent payment is being contested in good faith by appropriate proceedings in accordance with Article 8 and if Tenant shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, if appropriate, or unless and until foreclosure, distraint sale or other similar proceedings shall have been commenced.

21.2 Conduct of Business . Tenant shall not engage in any business other than the leasing and operation of the Leased Property (including any incidental or ancillary business relating thereto). Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its corporate existence and its rights and licenses necessary to conduct such business.

21.3 Maintenance of Accounts and Records . Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.

21.4 Notice of Litigation, Etc. Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which

Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.

21.5 Prohibited Transactions . Tenant shall not permit to exist or enter into any agreement or arrangement whereby it engages in a transaction of any kind with any Affiliated Person as to Tenant or any Guarantor, except on terms and conditions which are commercially reasonable.

21.6 Existing Financing . Tenant shall, at Landlord’s option at such time as the Existing Financing shall no longer constitute an Encumbrance on one or more Properties, amend this Agreement such that the applicable Property shall no longer be subject to this Agreement but shall be subject to such other lease between Landlord and/or one or more Affiliates of Landlord and Tenant and/or one or more Affiliated of Tenant as Landlord shall designate by Notice to Tenant, the terms of which other lease shall be consistent with the terms of this Agreement, but for the minimum rent thereunder, which shall be established by Landlord (with a corresponding reduction in the Minimum Rent hereunder).

ARTICLE 22

ARBITRATION

22.1 Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Agreement or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or

Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

22.2 Selection of Arbitrators . There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within 15 days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

22.3 Location of Arbitration . The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

22.4 Scope of Discovery . There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

22.5 Arbitration Award . In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

22.6 Costs . Except to the extent expressly provided by this Agreement or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

22.7 Final Judgment . The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

22.8 Payment . Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the 30 th day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

ARTICLE 23

MISCELLANEOUS

23.1 Limitation on Payment of Rent . All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed

the maximum permissible under Applicable Laws, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto , the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.

23.2 No Waiver . No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

23.3 Remedies Cumulative . To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant, now or hereafter provided either in this Agreement or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.

23.4 Severability . Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.

23.5 Acceptance of Surrender . No surrender to Landlord of this Agreement or of the Leased Property or any part thereof, or

of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.

23.6 No Merger of Title . It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Agreement or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly this Agreement or the leasehold estate created hereby and the fee estate or ground landlord’s interest in the Leased Property.

23.7 Conveyance by Landlord . If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.

23.8 Quiet Enjoyment . Tenant shall peaceably and quietly have, hold and enjoy the Leased Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under Landlord, but subject to (a) any Encumbrance permitted under Article 20 or otherwise permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenant’s ability to operate any Facility and (d) liens that have been consented to in writing by Tenant. Except as otherwise provided in this Agreement, no failure by Landlord to comply with the foregoing covenant shall give Tenant any right to cancel or terminate this Agreement or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Agreement, or to fail to perform any other obligation of Tenant hereunder.

23.9 No Recordation . Neither Landlord nor Tenant shall record this Agreement.

23.10 Notices .

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c) All such notices shall be addressed,

if to Landlord:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]

if to Tenant to:

c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses

effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

23.11 Construction . Anything contained in this Agreement to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. In no event shall Landlord be liable for any consequential damages suffered by Tenant as the result of a breach of this Agreement by Landlord. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each term or provision of this Agreement to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the provisions of this Agreement. Except as otherwise set forth in this Agreement, any obligations of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Agreement.

23.12 Counterparts; Headings . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Agreement are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.

23.13 Applicable Law, Etc. This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (a) where this Agreement is executed or delivered; or (b) where any payment or other performance required by this Agreement is made or required to be made; or (c) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (d) where any action or other proceeding is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the

laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than Massachusetts; or (g) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.

23.14 Right to Make Agreement . Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.

23.15 Attorneys’ Fees . If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

23.16 Nonliability of Trustees . THE DECLARATION OF TRUST ESTABLISHING SNH FM FINANCING TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATION ”), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME “SNH FM FINANCING TRUST” REFERS TO THE TRUSTEES UNDER SUCH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SNH FM FINANCING TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SNH FM FINANCING TRUST. ALL PERSONS DEALING WITH SNH FM FINANCING TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SNH FM FINANCING TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

23.17 Original Leases . Landlord and Tenant acknowledge and agree that this Agreement amends and restates the Original

Leases in their entirety with respect to the Leased Property as of the date of this Agreement and that this Agreement shall govern the rights and obligations of the parties with respect to the Leased Property from and after the date of this Agreement. Notwithstanding the foregoing, the Original Leases shall continue to govern the rights and obligations of the parties with respect to the Leased Property prior to the date of this Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF , the parties have executed this Agreement as a sealed instrument as of the date above first written.

	LANDLORD:

	SNH FM FINANCING LLC


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SNH FM FINANCING TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	ELLICOTT CITY LAND I, LLC


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	TENANT:

	FVE FM FINANCING, INC.


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

[SIGNATURE PAGE TO AMENDED AND RESTATED MASTER LEASE AGREEMENT]

SCHEDULE 1

Schedule omitted.

EXHIBITS A-1 THROUGH A-27

LAND

Certain Schedules and Exhibits to this agreement have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.

Exhibit 10.9

EXECUTION VERSION (1)

AMENDMENT NO. 1 TO

AMENDED AND RESTATED MASTER LEASE AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “ Amendment ”) is made as of August 4, 2009 by and among SNH FM Financing LLC, a Delaware limited liability company, SNH FM Financing Trust, a Maryland real estate investment trust, and Ellicott City Land I, LLC, a Delaware limited liability company, collectively as landlord (“ Landlord ”) and FVE FM Financing, Inc., a Maryland corporation , as tenant (“ Tenant ”).

RECITALS

A. Landlord and Tenant are parties to that certain Amended and Restated Master Lease Agreement dated as of the date hereof (as the same may be amended, restated, modified or supplemented from time to time, the “ Lease Agreement ”).

B. SNH FM Financing LLC and Citibank, N.A., a national banking association (“ Lender ”) are parties to that certain Master Credit Facility Agreement dated as of August 4, 2009 (as the same may be amended, restated, modified or supplemented from time to time, the “ Master Agreement ”) pursuant to which Lender established a $512,934,000 Term Loan in favor of Landlord.

C. Immediately after the execution of the Master Agreement, the Lender’s interests under the Master Agreement were assigned by the Lender to Fannie Mae, that body corporate duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq . and duly organized and existing under the laws of the United States, and its successors and assigns (“ Fannie Mae ”), pursuant to that certain Assignment of Master Credit Facility Agreement and Other Loan Documents dated as of August 4, 2009.

D. Landlord and Tenant have agreed to amend the Lease Agreement in certain respects pursuant to this Amendment so long as the Term Loan established pursuant to the Master Agreement remains outstanding or if Fannie Mae becomes Successor Landlord pursuant to the Lease Agreement. After the Term Loan is no longer outstanding and if Fannie Mae is not the Successor Landlord pursuant to the Lease Agreement, this Amendment shall no longer be in full force and effect.

E. Landlord and Tenant intend these Recitals to be a material part of this Amendment.

NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:

Section 1. Capitalized Terms . All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Lease Agreement, and if not defined therein then the respective meanings set forth in the Master Agreement.

Section 2. Amendments .

(i) Section 1.34 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.34 “ Facility ” shall mean, with respect to any Property, the skilled nursing/independent living/assisted living facility being operated or proposed to be operated on such Property.”

(ii) Section. 1.35 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.35 “ Facility Mortgage ” shall mean all of the Loan Documents as defined in the Master Agreement.”

(iii) Section 1.36 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.36 “ Facility Mortgagee ” shall mean Fannie Mae or any subsequent holder of any Facility Mortgage.”

(iv) Section 1.52 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.52 “ Insurance Requirements ” shall mean all terms of any insurance policy required by this Agreement and any Facility Mortgage and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant or the Leased Property.”

(v) Section 1.55 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.55 “ Landlord ” shall have the meaning given such term in the preambles to this Agreement, shall also include its successors and assigns including any Facility Mortgagee that forecloses on its Facility Mortgage and becomes a Successor Landlord.”

(vi) Section 1.65 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.65 Intentionally Deleted.”

(vii) Section 1.66 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.66 Intentionally Deleted.”

(viii) Section 1.73 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.73 “ Permitted Encumbrances ” shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owner’s or leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord and Facility Mortgagee from time to time.”

(ix) Section 1.76 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.76 Intentionally Deleted.”

(x) Section 1.83 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 1.83 “ Single Purpose ” shall mean, with respect to Tenant at all times since its formation:

(a) has been a duly formed and existing partnership, corporation or limited liability company, as the case may be;

(b) has been duly qualified in each jurisdiction in which such qualification was at such time necessary for the conduct of its business;

(c) has complied with the provisions of its organizational documents and the laws of its jurisdiction of formation in all respects;

(d) has observed all customary formalities regarding its partnership or corporate existence, as the case may be;

(e) has accurately maintained its income and expense statements, accounting records and other partnership or corporate documents separate from those of any other Person;

(f) has not commingled its assets or funds with those of any other Person or if it has commingled assets or funds, its assets and funds are separately accounted for in the books and records of the party in whose name any assets or funds are held;

(g) has identified itself in all dealings with creditors (other than trade creditors in the ordinary course of business and creditors for the construction of improvements to property on which such Person has a non-contingent contract to purchase such property) under its own name and as a separate and distinct entity;

(h) has been adequately capitalized in light of its contemplated business operations;

(i) has not assumed, guaranteed or become obligated for the liabilities of any other Person (except in connection with the Term Loan or as otherwise contemplated by the Loan Documents or the endorsement of negotiable instruments in the ordinary course of business) or otherwise held out its credit as being available to satisfy the obligations of any other Person;

(j) has not acquired obligations or securities of any other Person;

(k) has not entered into and was not a party to any transaction with any Affiliated Person, except in the ordinary course of business and on terms which are no less favorable to such Affiliated Person than would be obtained in a comparable arm’s-length transaction with an unrelated third party;

(l) has paid the salaries of its own employees, if any, and maintained a sufficient number of employees in light of its contemplated business operations (or has entered into agreements with third parties or Affiliates to provide all required services that would otherwise be provided by such number of employees in a manner consistent with (k) above;

(m) has allocated fairly and reasonably any overhead for shared office space;

(n) has not engaged in any business or activity other than the leasing, operation and maintenance of the Leased Property, and activities incidental thereto;

(o) has not acquired, operated or owned any assets other than (A) the Leased Property and (B) such incidental personal property as may be necessary for the operation of the Leased Property;

(p) has maintained its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify it individual assets from those of any other Person;

(q) has not made any loans or advances to any Person;

(r) has not failed to either hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its

own name or fail to correct any known misunderstanding regarding its separate identity;

(s) has not engaged in a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code; and

(xi) Section 3.1.1(b) of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“(b) Allocation of Minimum Rent . Minimum Rent may be allocated and reallocated among the Properties comprising the Leased Property by agreement among Landlord and Tenant and upon the prior written consent of the Facility Mortgagee; provided , however that in no event shall the Minimum Rent allocated to any Property be less than the monthly amount payable by Landlord on account of any Facility Mortgage and/or ground or master lease with respect to such Property nor shall the aggregate amount of Minimum Rent allocated among the Properties exceed the total amount payable for the Leased Property.

(xii) Section 3.4 of the Lease Agreement is amended such that each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by the Lease Agreement in accordance with its terms and shall not take any action without the consent of the other and the prior written consent of the Facility Mortgagee to modify, surrender or terminate the Lease Agreement.

(xiii) Section 4.1.1(a) of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“4.1.1 Permitted Use . (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/independent living/assisted living facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, except as may be permitted by the Master Agreement. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b) ), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially

impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.”

(xiv) Section 4.1.1(b) of the Lease Agreement is hereby deleted from the Lease Agreement.

(xv) Section 4.1.2 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“4.1.2 Necessary Approvals . Tenant shall proceed with all due diligence and obtain and maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Facility located thereon under Applicable Laws and, without limiting the foregoing, shall maintain (or cause to be maintained) appropriate certifications for reimbursement and licensure.”

(xvi) Section 4.1.3 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“4.1.3 Lawful Use, Etc. Tenant shall not, and shall not permit any Person to use or suffer or permit the use of any Property or Tenant’s Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Facility, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (a) may adversely impair Landlord’s title thereto or to any portion thereof, or (b) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of such Property, or any portion thereof.”

(xvii) Section 4.4 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 4.4 Environmental Matters.

4.4.1 Restriction on Use, Etc. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store, spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly: (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is required to be filed by Tenant with respect to any Property pursuant to SARA Title III or any other Applicable Laws, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications

received by Tenant or its respective agents or representatives with respect thereto (collectively, “ Environmental Notice ”), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Laws and/or presents a material risk of any material cost, expense, loss or damage (an “ Environmental Obligation ”), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the use, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use or maintenance or requiring the removal, treatment, containment or other disposition thereof, and (e) pay or otherwise dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related thereto, unless Tenant shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not affected thereby.

4.4.2 Indemnification of Landlord . Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “ Indemnitees ” and, individually, an “ Indemnitee ”) for, from and against any and all debts, liens, claims, liabilities, damages, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Laws, except to the extent the same arise from the gross negligence or willful misconduct of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date for such Property. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable

Laws. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee

(xviii) Section 6.1 of the Lease Agreement is hereby deleted from the Lease Agreement and replaced in its entirety with the following:

“6.1 Improvements to the Leased Property . Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Successor Landlord’s prior written consent, which consent shall be provided or not provided pursuant to the terms of the Facility Mortgage; provided , however , that no such consent shall be required in the event immediate action is required to prevent imminent harm to person or property and no consent shall be required if it would not have been required by the Facility Mortgage. Prior to commencing construction of any Capital Addition for which consent is required, Tenant shall submit to Successor Landlord, in writing, a proposal setting forth, in reasonable detail, any such proposed improvement and shall provide to Successor Landlord such plans and specifications, and such permits, licenses, contracts and such other information concerning the same as Successor Landlord may reasonably request. Successor Landlord shall have thirty (30) days to review all materials submitted to Successor Landlord in connection with any such proposal. Failure of Successor Landlord to respond to Tenant’s proposal within thirty (30) days after receipt of all information and materials requested by Successor Landlord in connection with the proposed improvement shall be deemed to constitute rejection of the same. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such proposed improvement and the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenant’s interest therein, without the prior written consent of Successor Landlord, which consent may be withheld by Successor Landlord in Successor Landlord’s sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Agreement, remain or pass to and become

the property of Successor Landlord, free and clear of all encumbrances other than Permitted Encumbrances.”

(xix) Article 7 (entitled “ Liens ”) of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“Subject to Article 8 , Tenant shall not, directly or indirectly, create or allow to remain and shall promptly discharge (or cause to be discharged), at its expense, any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property, or any portion thereof, or Tenant’s leasehold interest therein or any attachment, levy, claim or encumbrance in respect of the Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens and other encumbrances which are consented to in writing by Landlord and Facility Mortgagee, (c) liens for those taxes of Landlord which Tenant is not required to pay hereunder, (d) subleases permitted by Article 16 , (e) liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with Article 8 , (f) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet due and payable or are for sums that are being contested in accordance with Article 8 , (g) any Facility Mortgages or other liens which are the responsibility of Landlord pursuant to the provisions of Article 20 and (h) Landlord Liens and any other voluntary liens created by Landlord.”

(xx) Article 8 (entitled “ Permitted Contests ”) of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“Tenant shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement (other than insurance premiums), Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, “ Claims ”) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant’s obligation to pay (or cause to be paid) any Claims as finally determined, (b) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, (c) Landlord (or any Facility Mortgagee) shall not be susceptible of being subject to imprisonment or susceptible of being subject to prosecution for a crime, nor shall the Leased Property or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Leased Property be suspended or threatened to be suspended by reason of non-compliance or by reason of such contest; (d) before the commencement of such contest, if Landlord or any Facility Mortgagee may be subject to any civil fines or penalties or other criminal penalties or if Landlord may be liable to any independent third party as a result of such noncompliance, Tenant shall furnish to Landlord either (i) a bond of a surety company satisfactory to Landlord, in form and substance reasonably satisfactory to Landlord, and in an amount equal to one hundred twenty percent (120%) of the

sum of (1) the cost of such compliance, (2) the criminal or civil penalties or fines that may accrue by reason of such non-compliance (as reasonably estimated by Landlord), and (3) the amount of such liability to independent third parties (as reasonably estimated by Landlord), and shall indemnify Landlord (and any Facility Mortgagee) against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance (except that Tenant shall not be required to furnish such bond to Landlord if Tenant has otherwise furnished any similar bond required by law to the appropriate Governmental Agency and has named Landlord as a beneficiary thereunder), or (ii) other security reasonably satisfactory in all respects to Landlord; (e) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any mortgage or deed of trust, or if such deed of trust or mortgage shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken or such security shall be furnished at the expense of Tenant; and (f) Tenant shall keep Landlord regularly advised as to the status of such proceedings.

Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been fully reimbursed by Tenant. If Tenant shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be required if Landlord shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.”

(xxi) Section 9.5 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“9.5 Indemnification of Landlord / Facility Mortgagee . Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord and any Facility Mortgagee for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord or Facility Mortgagee by reason of the following, except to the extent caused by Landlord’s or such Facility Mortgagee’s gross negligence or

willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.”

(xxii) The following is added to Article 10 of the Lease Agreement:

“ 10.8 Facility Mortgage Provisions Control . Notwithstanding anything to the contrary contained in this Article 10, all provisions of this Agreement pertaining to insurance and the use of casualty proceeds are subject to the requirements set forth in any Facility Mortgage. At all times and including in the event a Facility Mortgagee becomes the Landlord under this Agreement, to the extent that there is any conflict between the terms and conditions of this Agreement and the provisions regarding insurance and the use of casualty proceeds set forth in a Facility Mortgage, the terms and conditions of the Facility Mortgage will control.”

(xxiii) The following is added to Article 11 of the Lease Agreement:

“ 11.6 Facility Mortgagee Provisions Control . Notwithstanding anything to the contrary contained in this Article 11, all provisions of this Agreement pertaining to condemnation and the use of condemnation proceeds are subject to the requirements set forth in any Facility Mortgage. At all times and including in the event a Facility Mortgagee becomes the Landlord under this Agreement, to the extent that there is any conflict between the terms and conditions of this Agreement and the provisions regarding condemnation and the use of condemnation proceeds set forth in a Facility Mortgage, the terms and conditions of the Facility Mortgage will control.”

(xxiv) Section 12.1(c) of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“(c) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clauses (a) and (b) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided , however , that if in Landlord’s judgment such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, in Landlord’s judgment Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and if in Landlord’s judgment thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional sixty (60) days in the aggregate) as may be necessary to cure such default with all due diligence; or”

(xxv) Section 12.1(i) of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“(i) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated, bonded, fully insured or discharged within ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give notice to Landlord of the dispute but Tenant may defend in any suitable way; or”

(xxvi) The second paragraph of Article 14 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof.”

(xxvii) Article 15 (entitled “ Purchase Rights ”) of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“Subject to the security interest of any Facility Mortgagee, Landlord shall have the option to purchase Tenant’s Personal Property, at the expiration or sooner termination of this Agreement, for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, UCC-1 financing statements and other encumbrances to which Tenant’s Personal Property is subject. Upon the expiration or sooner termination of this Agreement, Tenant shall use its reasonable efforts to transfer and assign, or cause to be transferred

and assigned, to Landlord or its designee, or assist Landlord or its designee in obtaining, any contracts, licenses, and certificates required for the then operation of the Leased Property. Notwithstanding the foregoing, Tenant expressly acknowledges and agrees that nothing contained in this Article 15 shall diminish, impair or otherwise modify Landlord’s rights under the Security Agreement and that any amounts paid by Landlord in order to purchase Tenant’s Personal Property in accordance with this Article 15 shall be applied first to Tenant’s current and past due obligations under this Agreement in such order as Landlord may reasonably determine or as may be prescribed by the laws of the applicable State and any balance shall be paid to Tenant.”

(xxviii) Subsection (a) of Section 16.2 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“(a) that it is subject and subordinate to this Agreement and any Facility Mortgage and to the matters to which this Agreement is or shall be subject or subordinate;”

(xxix) Section 16.3 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 16.3 Permitted Sublease . Notwithstanding the foregoing, including, without limitation, Section 16.2 , but subject to the provisions of Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance after Notice to Landlord, (a) enter into third party residency agreements with respect to the units located at the Facilities, (b) sublease space at any Property for laundry, commissary or child care purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not reduce the number of units at any Facility, will not violate or affect any Legal Requirement or Insurance Requirement, will not violate any requirements of the Facility Mortgage, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Facility Mortgagee may require, and (c) enter into one or more subleases with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof, provided Tenant gives Landlord Notice of the material terms and conditions thereof and Facility Mortgagee consents thereto.”

(xxx) Article 18 (entitled “ Landlord’s Right to Inspect ”) of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“Tenant shall permit Landlord and its authorized representatives and Facility Mortgagee and its authorized representatives to inspect the Leased Property, or any portion thereof, during usual business hours upon not less than forty-eight (48) hours’ notice and to make such repairs as Landlord is permitted or required to make pursuant to the terms of this Agreement, provided that any inspection or repair by Landlord or its representatives will not unreasonably interfere with Tenant’s use and operation of the Leased Property and further

provided that in the event of an emergency, as determined by Landlord in its reasonable discretion, prior Notice shall not be necessary.”

(xxxi) Section 19.1(c) of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“(c) Landlord receives consent from any Facility Mortgagee.”

(xxxii) Section 20.2 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 20.2 Subordination of Lease . This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any such subordination, however, shall be subject to the provisions of, and conditioned upon receipt by Tenant of the nondisturbance agreement described in, the penultimate sentence of this Section 20.2 . Any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “ Superior Mortgage ” and the holder, trustee or beneficiary of a Superior Mortgage or any successor in interest thereto is herein called “ Superior Mortgagee ”. Tenant shall have no obligations under any Superior Mortgage other than those expressly set forth in this Section 20.2 , unless Tenant shall agree otherwise pursuant to any agreement between Tenant and such Superior Mortgagee.

If any Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, “ Successor Landlord ”), whether through possession, termination of lease, foreclosure action, assignment of lease or grant of deed, or otherwise, Tenant shall attorn to and recognize the Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its

nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord’s obligations under Section 5.1.2(b) or with respect to any insurance proceeds or Awards), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from such Superior Mortgagee in form and substance reasonably satisfactory to Tenant whereby such Superior Mortgagee shall agree to recognize Tenant’s possessory and other rights under this Agreement notwithstanding any foreclosure or lease termination, subject to the provisions of this Section 20.2 .”

(xxxiii) Section 20.3 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 20.3 Notice to Facility Mortgagee . Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Facility Mortgagee (which Notice shall be accompanied by a copy of the applicable mortgage), no Notice from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with respect to a Facility Mortgagee unless and until a copy of the same is given to such Facility Mortgagee at the address set forth in the above described Notice, and the curing of any of Landlord’s defaults within the applicable notice and cure periods set forth in Article 14 by such Facility Mortgagee shall be treated as performance by Landlord.”

(xxxiv) Section 21.2 of the Lease Agreement is hereby deleted and replaced in its entirety with the following:

“ 21.2 Conduct of Business . Tenant shall not engage in any business other than the leasing and operation of the Leased Property (including any incidental or ancillary business relating thereto). Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its corporate existence and its rights and licenses necessary to conduct such business. Tenant shall maintain itself as a Single Purpose entity.”

(xxxv) The following is added to Article 21 of the Lease Agreement:

“21.7 Indebtedness of Tenant . Tenant shall not create, incur, assume or guarantee, or permit to exist, or become or remain liable directly or indirectly upon, any Indebtedness except the following:

(a) Indebtedness of Tenant to Landlord ;

(b) Indebtedness of Tenant for Impositions, to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Article 8;

(c) Indebtedness of Tenant in respect of judgments or awards (i) which have been in force for less than the applicable appeal period and in respect of which execution thereof shall have been stayed pending such appeal or review, or (ii) which are fully covered by insurance payable to Tenant, or (iii) which are for an amount not in excess of $250,000 in the aggregate at any one time outstanding and (x) which have been in force for not longer than the applicable appeal period, so long as execution is not levied thereunder or (y) in respect of which an appeal or proceedings for review shall at the time be prosecuted in good faith in accordance with the provisions of Article 8 , and in respect of which execution thereof shall have been stayed pending such appeal or review;

(d) Indebtedness for purchase money financing in accordance with Section 21.9(a) and other operating liabilities incurred in the ordinary course of Tenant’s business; and

(e) Indebtedness of Tenant to Facility Mortgagee.

21.8 Distributions, Payments to Affiliated Persons, Etc. Tenant shall not declare, order, pay or make, directly or indirectly, any Distributions or any payment to any Affiliated Person of Tenant (including payments in the ordinary course of business) or set apart any sum or property therefor, or agree to do so, if, at the time of such proposed action, or immediately after giving effect thereto, any Event of Default shall have occurred and be continuing. Otherwise, as long as no Event of Default shall have occurred and be continuing, Tenant may make Distributions and payments to Affiliated Persons; provided , however , that any such payments shall at all times be subordinate to Tenant’s obligations under this Agreement.

21.9 Liens and Encumbrances . Except as permitted by Section 7.1 and Section 21.7 , Tenant shall not create or incur or suffer to be created or incurred or to exist any Lien on this Agreement or any of Tenant’s assets, properties, rights or income, or any of its interest therein, now or at any time hereafter owned, other than:

(a) Security interests securing the purchase price of equipment or personal property whether acquired before or after the Commencement Date; provided , however , that (i) such Lien shall at all times be confined solely to the asset in question and (ii) the aggregate principal amount of Indebtedness secured by any such Lien shall not exceed the cost of acquisition or construction of the property subject thereto;

(b) Permitted Encumbrances; and

21.10 Merger; Sale of Assets; Etc . Without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole discretion) and except as otherwise permitted under this Agreement, Tenant shall not (i) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, all or any material portion of its assets (including capital stock or other equity interests) or business to any Person, (ii) merge into or with or consolidate with any other Entity, or (iii) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, any personal property or fixtures or any real property; provided , however , that, notwithstanding the provisions of clause (iii) preceding, Tenant may dispose of equipment or fixtures which have become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility (but not necessarily having the same function) have been provided.”

(xxxvi) Article 22 of the Lease Agreement is hereby deleted in its entirety and such Article 22 is renamed “ Intentionally Deleted ”, except that it shall remain in full force and effect solely as between Landlord and Tenant insofar as the holder of landlord’s interest hereunder shall be a subsidiary of Senior Housing Properties Trust and the holder of tenant’s interest hereunder shall be a subsidiary of Five Star Quality Care, Inc..

(xxxvii) In the event that Fannie Mae becomes Successor Landlord then Section 23.13 of the Lease Agreement is immediately and automatically without any further action of any party deleted from the Lease Agreement and replaced in its entirety with the following:

“23.13 Applicable Law, Etc. This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the District of Columbia applicable to contracts between residents of the District of Columbia which are to be performed entirely within the District of Columbia, regardless of (a) where this Agreement is executed or delivered; or (b) where any payment or other performance required by this Agreement is made or required to be made; or (c) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (d) where any action or other proceeding is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than the District of Columbia; or (g) any combination of the

foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.”

(xxxviii) The following is added to Article 23 of the Lease Agreement:

“ 23.18 Facility Mortgagee as Third-Party Beneficiary . Facility Mortgagee is a third-party beneficiary of each provision of this Agreement which provides Facility Mortgagee with any rights and remedies and the Facility Mortgagee has the right to enforce such provisions in this Agreement.

23.19 Master Agreement and Facility Mortgage Provisions Control . To the extent that there is any conflict between the terms and conditions of this Agreement and the Master Agreement or Facility Mortgage, the terms and conditions of the Master Agreement or Facility Mortgage will control. By way of example, no Capital Addition will be made pursuant to Section 6.1 of the Agreement, no lien will be placed on any property interest of the Tenant, and the Leased Property will not be used or operated in any manner, in each case which violates any term or condition of the Master Agreement or the Facility Mortgage. Tenant agrees not to take any action or omit to take any action that will cause Landlord to be in default of any provisions in the Master Agreement or the Facility Mortgage.

23.20 Breach of Covenants . If Tenant is aware of a breach of any covenant or a potential breach of any covenant under the Facility Mortgage or the Lease Agreement or the SASA (as defined herein), Tenant shall promptly make Landlord and Facility Mortgagee aware of such breach or potential breach in writing.

23.21 Subordination, Assignment and Security Agreement . Landlord, Tenant, Facility Mortgagee and certain affiliates of the Tenant, which affiliates are sub-tenants (“Sub-Tenant”) under certain approved sub-leases under this Agreement (“Sub-Lease”), have entered into a Subordination, Assignment and Security Instrument (“SASA”) for each Property subject to this Agreement. Pursuant to each SASA, Tenant and Sub-Tenant have assigned certain collateral to Facility Mortgagee as security for payments due under this Agreement and the Sub-Lease (“Lease Collateral”). If Facility Mortgagee becomes the Landlord under this Agreement, all obligations of the Tenant and Sub-Tenant set forth in the SASA shall continue to be valid obligations and the assignment and security interest in the Lease Collateral shall continue in full force and effect so long as Facility Mortgagee is the Landlord under this Agreement. In addition, during the period in which the Facility Mortgagee is the Landlord, any default under any SASA by the Tenant or Sub-Tenant shall be an event of default under this Agreement. To the extent that there is any conflict between the terms and conditions of this Agreement and the SASA, the terms and conditions of the SASA control.

23.22. Assignment of Rents and Leases.

The following terms, when used in this Section, shall have the following meanings:

“Leases” means all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force, whether oral or written, covering or affecting the Properties known as Aspenwood, Heartfields at Easton, Heartlands at Ellicott City and Heartlands at Severna Park (the “Maryland Properties”) or any portion of the Maryland Properties (including proprietary leases or occupancy agreements if Tenant is a cooperative housing corporation), and all modifications, extensions or renewals thereof. The term “Leases” shall also include any residency, occupancy, admission, and care agreements pertaining to residents of the Maryland Properties, any and all collateral securing the Leases and shall also specifically include, without limitation, this Agreement.

“Master Agreement” shall mean that certain Master Credit Facility Agreement by and between SNH FM Financing LLC and Citibank, N.A. (“Lender”) dated as of the date hereof.

“Rents” means all rents (whether from residential or non-residential space), revenues and other income of the Maryland Properties, including subsidy payments received from any sources (including but not limited to payments under any Housing Assistance Payments Contract), parking fees, laundry and vending machine income and fees and charges for food, healthcare and other services provided at the Maryland Properties, whether now due, past due, or to become due, resident and tenant security deposits, any and all collateral securing the payments of Rents, entrance fees, application fees, processing fees, community fees and any other amounts or fees deposited by any resident or tenant (whether forfeited or not) together with and including all proceeds from any private insurance for residents to cover rental charges and charges for services at or in connection with the Maryland Properties, and the right to third party payments due for the rents or services of residents at the Maryland Properties.

(a) To the extent permitted by applicable law, Tenant absolutely and unconditionally assigns and transfers to Landlord Tenant’s right, title and interest in all Rents. To the extent permitted by applicable law, it is the intention of Tenant to establish a present, absolute and irrevocable transfer and assignment to Landlord of Tenant’s right, title and interest in all Rents and to authorize and empower Landlord to collect and receive all Rents owed to Tenant without the necessity of further action on the part of Tenant. Promptly upon request by Landlord, Tenant agrees to execute and deliver further confirmation of such assignments as Landlord may from time to time require. To the extent permitted by applicable law, Tenant and Landlord intend this assignment of Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. However, if this present, absolute and unconditional assignment of Rents is not enforceable by its terms under the laws of the State is located, then it is the intention of Tenant that in this circumstance

this Agreement create and perfect a lien on Tenant’s right, title and interest in all Rents in favor of Landlord, which lien shall be effective as of the date of this Agreement and shall secure all obligations of Tenant under this Agreement.

(b) After the occurrence of an Event of Default, Tenant authorizes Landlord to collect, sue for and compromise Rents and directs each resident and tenant of the Maryland Properties to pay all Rents to, or as directed by, Landlord. However, until the occurrence of an Event of Default, Landlord hereby grants to Tenant a revocable license to collect and receive all Rents, to hold all Rents in trust for the benefit of Landlord and subject to the terms of this Agreement, to apply all Rents to pay the current costs and expenses of managing, operating and maintaining the Maryland Properties, including Additional Charges, resident and tenant improvements and other capital expenditures and otherwise to apply such Rents and retain them as its sole property, all to the extent such Rents are attributable to periods during which an Event of Default has not occurred (each a “Nondefault Period”). Subject to the terms of this Agreement, Rents attributable to Nondefault Periods may be retained by Tenant free and clear of, and released from, Landlord’s rights with respect to Rents under this Agreement. From and after the occurrence of an Event of Default, and without the necessity of Landlord entering upon and taking and maintaining control of the Maryland Properties directly, or by a receiver, Tenant’s license to collect Rents shall automatically terminate and Landlord shall without notice be entitled to all Rents as they become due and payable, including Rents then due and unpaid. Tenant shall pay to Landlord upon demand all Rents to which Landlord is entitled. At any time on or after the date of Landlord’s demand for Rents, Landlord may give, and Tenant hereby irrevocably authorizes Landlord to give, notice to all residents and tenants of the Maryland Properties instructing them to pay all Rents to Landlord. No resident or tenant shall be obligated to inquire further as to the occurrence or continuance of an Event of Default, and no resident or tenant shall be obligated to pay to Tenant any amounts which are actually paid to Landlord in response to such a notice. Any such notice by Landlord shall be delivered to each resident and tenant personally, by mail or by delivering such demand to each rental unit. Tenant shall not interfere with and shall cooperate with Landlord’s collection of such Rents. After an Event of Default, Landlord is further authorized to give notice to all third party payment payors (other than governmental entities) at Landlord’s option, instructing them to pay all third party payments which would be otherwise paid to Tenant to Landlord, to the extent permitted by law.

(c) To the extent permitted by applicable law, Tenant absolutely and unconditionally assigns and transfers to Landlord all of Tenant’s right, title and interest in, to and under the Leases, including Tenant’s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. To the extent permitted by applicable law, it is the intention of Tenant to establish a present, absolute and irrevocable transfer and assignment to Landlord of all of Tenant’s right, title and interest in, to and under the Leases. To the extent permitted by applicable law, Tenant and Landlord intend this assignment of the

Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its terms under the laws of the State, then it is the intention of Tenant that in this circumstance this Agreement create and perfect a lien on the Leases in favor of Landlord, which lien shall be effective as of the date of this Agreement and shall secure all obligations of Tenant under this Agreement. Notwithstanding the foregoing or (c) below, the parties may agree to remove any Maryland Property from the terms of this Agreement in connection with a release of any of the Maryland Properties pursuant to the terms and conditions of the Master Agreement.

(d) Until Landlord gives notice to Tenant of Landlord’s exercise of its rights under this Section 23.22, Tenant shall have all rights, power and authority granted to Tenant under any Lease (except as otherwise limited by this Section or any other provision of this Sublease), including the right, power and authority to modify the terms of any Lease or extend or terminate any Lease. If an Event of Default has occurred and is continuing and at the option of Landlord, the permission given to Tenant pursuant to the preceding sentence to exercise all rights, power and authority under Leases shall terminate. Tenant shall comply with and observe Tenant’s material obligations under all Leases, including Tenant’s obligations pertaining to the maintenance and disposition of resident or tenant security deposits.

(e) Tenant represents and warrants to Landlord that Tenant has not executed any prior assignment of Rents or Leases or any such assignments have been terminated and Tenant covenants and agrees that it will not perform any acts and has not executed, and shall not execute, any instrument which would prevent Landlord from exercising its rights under this Section 23.22, and that at the time of execution of this Agreement there has been no anticipation or prepayment of any Rents for more than two months prior to the due dates of such Rents. Tenant shall not collect or accept payment of any Rents more than two months prior to the due dates of such Rents.

(f) Tenant hereby authorizes Landlord to file financing statements, continuation statements and financing statement amendments in such form as Landlord may require to perfect or continue the perfection of the security interest herein granted and Tenant agrees, if Landlord so requests, to execute and deliver to Landlord such financing statements , continuation statements and amendments.

(g) The liens and security interests provided for herein, and all rights of Landlord in and to the Rents and Lease, shall be subordinate in all respects to all right, title and interest of Lender in and to the same.

(h) Tenant acknowledges and agrees that Landlord may and shall assign to Lender the liens and security interests provided for herein and all rights of Landlord in and to the Rents and Leases.”

(xxxix) All references to “Manager” or any provisions relating thereto in the Lease Agreement are hereby deleted in their entirety.

(xl) All references to “Management Agreement” or any provisions relating thereto in the Lease Agreement are hereby deleted in their entirety.

(xli) All references to “Pledge Agreement” or any provisions relating thereto in the Lease Agreement are hereby deleted in their entirety.

(xlii) All references to “Security Agreement” or any provisions relating thereto in the Lease Agreement are hereby deleted in their entirety.

Section 3. Full Force and Effect . Except as expressly modified hereby, the Lease Agreement and all of the terms, conditions, covenants, agreements and provisions thereof remain in full force and effect and are hereby ratified and affirmed.

Section 4. Counterparts . This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

Section 5. Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY, INTERPRETED, CONSTRUED AND ENFORCED PURSUANT TO AND IN ACCORDANCE WITH THE LAWS OF THE DISTRICT OF COLUMBIA (EXCLUDING THE LAW APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THIS PROVISION WAS KNOWINGLY, WILLINGLY AND VOLUNTARILY AGREED TO BY LANDLORD AND TENANT UPON CONSULTATION WITH INDEPENDENT LEGAL COUNSEL EACH SELECTED BY LANDLORD’S AND TENANT’S FREE WILL.

Section 6. Consent to Jurisdiction . LANDLORD AND TENANT EACH AGREES THAT ANY CONTROVERSY ARISING UNDER OR IN RELATION TO THIS AMENDMENT SHALL BE LITIGATED IN THE DISTRICT OF COLUMBIA. THE LOCAL AND FEDERAL COURTS AND AUTHORITIES WITH JURISDICTION IN THE DISTRICT OF COLUMBIA SHALL HAVE JURISDICTION OVER ALL CONTROVERSIES WHICH MAY ARISE UNDER OR IN RELATION TO THIS AMENDMENT, INCLUDING THOSE CONTROVERSIES RELATING TO THE EXECUTION, JURISDICTION, BREACH, ENFORCEMENT OR COMPLIANCE WITH THIS AMENDMENT OR ANY OTHER ISSUE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH THIS AMENDMENT. LANDLORD AND TENANT EACH IRREVOCABLY CONSENTS TO SERVICE, JURISDICTION, AND VENUE OF SUCH COURTS FOR ANY LITIGATION ARISING FROM THIS AMENDMENT, AND WAIVES ANY OTHER VENUE TO WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE, HABITUAL RESIDENCE OR OTHERWISE.

THIS PROVISION WAS KNOWINGLY, WILLINGLY AND VOLUNTARILY AGREED TO BY LANDLORD AND TENANT UPON CONSULTATION WITH INDEPENDENT LEGAL COUNSEL EACH SELECTED BY LANDLORD’S AND TENANT’S FREE WILL.

Section 7. Waiver of Jury Trial . LANDLORD AND TENANT EACH (I) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING UNDER THIS AMENDMENT TRIABLE BY A JURY AND (II) WAIVES ANY RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE. THIS PROVISION WAS KNOWINGLY, WILLINGLY AND VOLUNTARILY AGREED TO BY LANDLORD AND TENANT UPON CONSULTATION WITH INDEPENDENT LEGAL COUNSEL EACH SELECTED BY LANDLORD’S AND TENANT’S FREE WILL.

Section 8. Duration of Amendment . This Amendment will no longer be in full force and effect in the event that the Term Loan is no longer outstanding and if Fannie Mae is not the Successor Landlord pursuant to the Lease Agreement.

[The Remainder of This Page Has Been Intentionally Left Blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

	LANDLORD:

	SNH FM Financing LLC , a Delaware limited liability company

	By:	/s/ David J. Hegarty
	Name:	David J. Hegarty
	Title:	President

[Signatures continue on following page.]

S-1

	SNH FM Financing Trust , a Maryland real estate investment trust

	By:	/s/ David J. Hegarty
	Name:	David J. Hegarty
	Title:	President

[Signatures continue on following page.]

S-2

	Ellicott City Land I, LLC , a Delaware limited liability company

	By:	/s/ David J. Hegarty
	Name:	David J. Hegarty
	Title:	President

[Signatures continue on following page.]

S-3

	TENANT:

	FVE FM Financing, Inc. , a Maryland corporation

	By:	/s/ Bruce J. Mackey Jr.
	Name:	Bruce J. Mackey Jr.
	Title:	President

S-4

Exhibit 10.10

AMENDED AND RESTATED GUARANTY AGREEMENT

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “ Guaranty ”) is entered into as of August 4, 2009 by FIVE STAR QUALITY CARE, INC., a Maryland corporation (“ Guarantor ”), for the benefit of SNH FM FINANCING LLC, a Delaware limited liability company, SNH FM FINANCING TRUST, a Maryland real estate investment trust, and ELLICOTT CITY LAND I, LLC, a Delaware limited liability company, collectively as landlord (“ Landlord ”).

W I T N E S S E T H :

WHEREAS, Guarantor and certain affiliates of Landlord are parties to those certain Amended and Restated Guaranty Agreements, dated as of June 30, 2008 (collectively, the “ Original Guarantees ”); and

1. Certain Terms . Capitalized terms used and not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the FM Financing Lease. The FM Financing Lease and the Incidental Documents are hereinafter collectively referred to as the “ FM Financing Lease Documents .”

2. Guaranteed Obligations . For purposes of this Guaranty the term “ Guaranteed Obligations ” shall mean the payment and performance of each and every obligation of Tenant to Landlord under the FM Financing Lease Documents or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the FM Financing Lease.

3. Representations and Covenants . Guarantor represents, warrants, covenants, and agrees that:

3.1 Incorporation of Representations and Warranties . The representations and warranties of Tenant and its Affiliated Persons set forth in the FM Financing Lease Documents are true and correct on and as of the date hereof in all material respects.

3.3 Validity of Agreement . Guarantor has duly and validly executed and delivered this Guaranty; this Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Guaranty have been duly authorized by all requisite action of Guarantor and such execution, delivery and performance by Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any

provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.

3.5 Notices . Guarantor shall promptly give notice to Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.

3.6 Reports . Guarantor shall promptly provide to Landlord each of the financial reports, certificates and other documents required of it under the FM Financing Lease Documents.

3.7 Books and Records . Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its transactions in accordance with generally accepted accounting principles and shall set aside on its books from its earnings for each fiscal year all such proper reserves, including reserves for depreciation, depletion, obsolescence and amortization of its properties during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Guarantor shall permit access by Landlord and its agents to the books and records maintained by Guarantor during normal business hours and upon reasonable notice. Any proprietary information obtained by Landlord with respect to Guarantor pursuant to the provisions of this Guaranty shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to any court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential.

3.8 Taxes, Etc . Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon Guarantor

or the income of Guarantor or upon any of the property, real, personal or mixed, of Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien or charge upon any property and result in a material adverse change in the financial condition of Guarantor; provided , however , that Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if Guarantor shall have set aside on its books such reserves of Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.

3.9 Legal Existence of Guarantor . Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

3.11 Insurance . Guarantor shall maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by Guarantor.

3.12 No Change in Control . Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

Documents. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, Guarantor shall, in the case of monetary obligations, within five (5) Business Days after receipt of notice from Landlord, pay or cause to be paid to Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the FM Financing Lease Documents) or, in the case of non-monetary obligations, perform or cause to be performed such obligations in accordance with the FM Financing Lease Documents.

6. Unenforceability of Guaranteed Obligations, Etc. If Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the FM Financing Lease Documents), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of any Transaction Document or any limitation on the liability of Tenant thereunder not contemplated by the FM Financing Lease Documents or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Guaranty shall nevertheless remain in full force and effect and shall be binding upon Guarantor to the same extent as if Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.

8. Consents and Waivers, Etc. Guarantor hereby acknowledges receipt of correct and complete copies of each of the FM Financing Lease Documents, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any principal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of this Guaranty and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or Event of Default under any of the Guaranteed Obligations or the FM Financing Lease Documents, (d) notice of the terms, time and place of any private or public sale of any collateral held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the FM Financing Lease Documents, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the extent Guarantor lawfully may do so, any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Guaranty, or any of the FM Financing Lease Documents or the Guaranteed Obligations (other than that the same have been discharged in accordance with the FM Financing Lease Documents).

thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by Landlord or any other holder of such Guaranteed Obligations to Tenant, Guarantor’s obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all of the assets of Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting Tenant or any other guarantor or any assets of Tenant or any such other guarantor, or the release or discharge of Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.

10. Reimbursement, Subrogation, Etc. Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against Tenant (or any other person against whom Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the FM Financing Lease Documents, and until all indebtedness of Tenant to Landlord shall have been paid in full, Guarantor shall not have any right of subrogation, and Guarantor waives any defense it may have based upon any election of remedies by Landlord which destroys its subrogation rights or its rights to proceed against Tenant for reimbursement, including, without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to Landlord. Until all obligations of Tenant pursuant to the FM Financing Lease Documents shall have been paid and satisfied in full, Guarantor further waives any right to enforce any remedy which Landlord now has or may in the future have against Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by Landlord.

of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Tenant), this Guaranty, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination.

12. Notices .

if to Landlord to:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[ Telecopier No. (617) 796-8349]

if to Guarantor to:

Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right

from time to time and at any time during the term of this Guaranty to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

15. Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall

include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such

party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

other or further exercise or the exercise of any other right, power or privilege.

22. NON-LIABILITY OF TRUSTEES . THE DECLARATION OF TRUST ESTABLISHING SNH FM FINANCING TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATION ”), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME “SNH FM FINANCING TRUST” REFERS TO THE TRUSTEES UNDER SUCH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SNH FM FINANCING TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SNH FM FINANCING TRUST. ALL PERSONS DEALING WITH SNH FM FINANCING TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SNH FM FINANCING TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

23. Original Guarantees . Guarantor and Landlord acknowledge and agree that this Guaranty amends and restates the Original Guarantees in their entirety with respect to the

Guaranteed Obligations and that this Guaranty shall govern the rights and obligations of Guarantor with respect to the Guaranteed Obligations from and after the date of this Guaranty. Notwithstanding the foregoing, the Original Guarantees shall continue to govern the rights and obligations of Guarantor with respect to the “Guaranteed Obligations” (as defined in the Original Guarantees) prior to the date of this Guaranty and nothing contained in this Guaranty shall operate to release Guarantor from any such rights or obligations.

[Remainder of page intentionally left blank.]

WITNESS the execution hereof under seal as of the date above first written.

	FIVE STAR QUALITY CARE, INC.


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS GUARANTY BY GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23 OF THIS GUARANTY.

SNH FM FINANCING LLC


By:	/s/ David J. Hegarty
	David J. Hegarty
	President


SNH FM FINANCING TRUST


By:	/s/ David J. Hegarty
	David J. Hegarty
	President


ELLICOTT CITY LAND I, LLC


By:	/s/ David J. Hegarty
	David J. Hegarty
	President

[SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTY AGREEMENT]

Exhibit 10.11

AMENDED AND RESTATED MASTER LEASE AGREEMENT

(LEASE NO. 4),

dated as of August 4, 2009,

by and among

CERTAIN AFFILIATES OF SENIOR HOUSING PROPERTIES TRUST,

AS LANDLORD,

AND

CERTAIN AFFILIATES OF FIVE STAR QUALITY CARE, INC.,

AS TENANT

ARTICLE 1	DEFINITIONS	1
1.1	AAA	2
1.2	Additional Charges	2
1.3	Additional Rent	2
1.4	Additional Rent Properties	2
1.5	Affiliated Person	2
1.6	Agreement	2
1.7	Applicable Laws	2
1.8	Arbitration Award	3
1.9	Award	3
1.10	Base Gross Revenues	3
1.11	Business Day	3
1.12	Capital Addition	4
1.13	Capital Expenditure	4
1.14	Change in Control	4
1.15	Claim	5
1.16	Code	5
1.17	Commencement Date	5
1.18	Condemnation	5
1.19	Condemnor	5
1.20	Consolidated Financials	5
1.21	Date of Taking	5
1.22	Default	6
1.23	Disbursement Rate	6
1.24	Disputes	6
1.25	Easement Agreement	6
1.26	Encumbrance	6
1.27	Entity	6
1.28	Environment	6
1.29	Environmental Obligation	6
1.30	Environmental Notice	6
1.31	Event of Default	6
1.32	Excess Gross Revenues	7
1.33	Extended Term	7
1.34	Facility	7
1.35	Facility Mortgage	7
1.36	Facility Mortgagee	7
1.37	Fair Market Rental	7
1.38	Financial Officer’s Certificate	7
1.39	Fiscal Year	8
1.40	Five Star	8
1.41	Fixed Term	8
1.42	Fixtures	8
1.43	GAAP	8
1.44	Government Agencies	8
1.45	Gross Revenues	8
1.46	Guarantor	9
1.47	Guaranty	9
1.48	Hazardous Substances	10
1.49	Immediate Family	11
1.50	Impositions	11
1.51	Incidental Documents	12
1.52	Indebtedness	12

1.53	Insurance Requirements	12
1.54	Interest Rate	12
1.55	Land	12
1.56	Landlord	12
1.57	Landlord Default	12
1.58	Landlord Liens	12
1.59	Lease Year	13
1.60	Leased Improvements	13
1.61	Leased Intangible Property	13
1.62	Leased Personal Property	13
1.63	Leased Property	13
1.64	Legal Requirements	13
1.65	Lien	14
1.66	Manager	14
1.67	Management Agreement	14
1.68	Minimum Rent	14
1.69	New Seasons Properties	14
1.70	Notice	14
1.71	Officer’s Certificate	14
1.72	Original Leases	14
1.73	Other Leases	14
1.74	Overdue Rate	15
1.75	Parent	15
1.76	Permitted Encumbrances	15
1.77	Permitted Use	15
1.78	Person	15
1.79	Pledge Agreement	15
1.80	Prime Rate	16
1.81	Property	16
1.82	Provider Agreements	16
1.83	Regulated Medical Wastes	16
1.84	Rent	16
1.85	Rules	16
1.86	SEC	16
1.87	Security Agreement	16
1.88	State	16
1.89	Subordinated Creditor	16
1.90	Subordination Agreement	16
1.91	Subsidiary	17
1.92	Successor Landlord	17
1.93	Tax Regulatory Agreement	17
1.94	Tenant	17
1.95	Tenant’s Personal Property	17
1.96	Term	17
1.97	Third Party Payor Programs	17
1.98	Third Party Payors	18
1.99	Unsuitable for Its Permitted Use	18
1.100	Work	18
ARTICLE 2	LEASED PROPERTY AND TERM	18
2.1	Leased Property	18
2.2	Condition of Leased Property	19
2.3	Fixed Term	20

2.4	Extended Terms	20
2.5	Limitations on Term	21
ARTICLE 3	RENT	22
3.1	Rent	22
3.2	Late Payment of Rent, Etc.	28
3.3	Net Lease	28
3.4	No Termination, Abatement, Etc.	29
ARTICLE 4	USE OF THE LEASED PROPERTY	30
4.1	Permitted Use	30
4.2	Compliance with Legal/Insurance Requirements, Etc.	32
4.3	Compliance with Medicaid and Medicare Requirements	32
4.4	Environmental Matters	32
ARTICLE 5	MAINTENANCE AND REPAIRS	34
5.1	Maintenance and Repair	34
5.2	Tenant’s Personal Property	36
5.3	Yield Up	37
5.4	Management Agreement	37
ARTICLE 6	IMPROVEMENTS, ETC.	38
6.1	Improvements to the Leased Property	38
6.2	Salvage	39
ARTICLE 7	LIENS	39
ARTICLE 8	PERMITTED CONTESTS	39
ARTICLE 9	INSURANCE AND INDEMNIFICATION	40
9.1	General Insurance Requirements	40
9.2	Waiver of Subrogation	41
9.3	Form Satisfactory, Etc.	41
9.4	No Separate Insurance; Self-Insurance	42
9.5	Indemnification of Landlord	42
ARTICLE 10	CASUALTY	43
10.1	Insurance Proceeds	43
10.2	Damage or Destruction	44
10.3	Damage Near End of Term	46
10.4	Tenant’s Property	46
10.5	Restoration of Tenant’s Property	46
10.6	No Abatement of Rent	46
10.7	Waiver	47
ARTICLE 11	CONDEMNATION	47
11.1	Total Condemnation, Etc.	47
11.2	Partial Condemnation	47
11.3	Abatement of Rent	48
11.4	Temporary Condemnation	49
11.5	Allocation of Award	49
ARTICLE 12	DEFAULTS AND REMEDIES	49
12.1	Events of Default	49
12.2	Remedies	52
12.3	Tenant’s Waiver	54
12.4	Application of Funds	54
12.5	Landlord’s Right to Cure Tenant’s Default	54

ARTICLE 13	HOLDING OVER	55
ARTICLE 14	LANDLORD DEFAULT	55
ARTICLE 15	PURCHASE RIGHTS	56
ARTICLE 16	SUBLETTING AND ASSIGNMENT	56
16.1	Subletting and Assignment	56
16.2	Required Sublease Provisions	58
16.3	Permitted Sublease	59
16.4	Sublease Limitation	60
ARTICLE 17	ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS	60
17.1	Estoppel Certificates	60
17.2	Financial Statements	61
17.3	General Operations	62
ARTICLE 18	LANDLORD’S RIGHT TO INSPECT	63
ARTICLE 19	EASEMENTS	63
19.1	Grant of Easements	63
19.2	Exercise of Rights by Tenant	64
19.3	Permitted Encumbrances	64
ARTICLE 20	FACILITY MORTGAGES	64
20.1	Landlord May Grant Liens	64
20.2	Subordination of Lease	64
20.3	Notice to Mortgagee and Superior Landlord	66
ARTICLE 21	ADDITIONAL COVENANTS OF TENANT	67
21.1	Prompt Payment of Indebtedness	67
21.2	Conduct of Business	67
21.3	Maintenance of Accounts and Records	67
21.4	Notice of Litigation, Etc.	68
21.5	Prohibited Transactions	68
21.6	Tax Regulatory Agreement	68
ARTICLE 22	ARBITRATION	69
22.1	Disputes	69
22.2	Selection of Arbitrators	69
22.3	Location of Arbitration	69
22.4	Scope of Discovery	70
22.5	Arbitration Award	70
22.6	Costs	70
22.7	Final Judgment	70
22.8	Payment	70
ARTICLE 23	MISCELLANEOUS	71
23.1	Limitation on Payment of Rent	71
23.2	No Waiver	71
23.3	Remedies Cumulative	71
23.4	Severability	72
23.5	Acceptance of Surrender	72
23.6	No Merger of Title	72
23.7	Conveyance by Landlord	72
23.8	Quiet Enjoyment	72
23.9	No Recordation	73
23.10	Notices	73
23.11	Construction	74
23.12	Counterparts; Headings	75

23.13	Applicable Law, Etc.	75
23.14	Right to Make Agreement	75
23.15	Attorneys’ Fees	76
23.16	Nonliability of Trustees	76
23.17	Original Leases	76

AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 4)

W I T N E S S E T H :

WHEREAS, Landlord and Tenant are parties to certain Amended and Restated Master Lease Agreements, dated as of June 30, 2008 and July 1, 2008 (collectively, the “ Original Leases ”); and

ARTICLE 1

DEFINITIONS

1.1 “ AAA ” shall have the meaning given such term in Section 22.1 .

1.2 “ Additional Charges ” shall have the meaning given such term in Section 3.1.3 .

1.3 “ Additional Rent ” shall have the meaning given such term in Section 3.1.2(a) .

1.4 “ Additional Rent Properties ” shall mean, collectively, all of the Properties other than the New Seasons Properties and each such Property shall be an Additional Rent Property.

1.5 “ Affiliated Person ” shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).

1.6 “ Agreement ” shall mean this Amended and Restated Master Lease Agreement (Lease No. 4), including all schedules and exhibits attached hereto, as it and they may be amended from time to time as herein provided.

1.7 “ Applicable Laws ” shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, or the protection of, real or personal property or human health or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum

or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances or Regulated Medical Wastes, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.

1.8 “ Arbitration Award ” shall have the meaning given such term in Section 22.5 .

1.9 “ Award ” shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of any Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).

1.10 “ Base Gross Revenues ” shall mean the Gross Revenues with respect to each Additional Rent Property, for the respective calendar years or the respective dollar amount set forth on Schedule 1 attached hereto and made a part hereof, as applicable; provided , however , that in the event that, with respect to any Lease Year, or portion thereof, for any reason (including, without limitation, a casualty or Condemnation) there shall be a reduction in the number of units available at any Facility located at the applicable Property or in the services provided at such Facility from the number of such units or the services on the applicable Commencement Date, in determining Additional Rent payable with respect to such Property for such Lease Year, Base Gross Revenues shall be reduced as follows: (a) in the event of a partial closing of any Facility affecting the number of units, or the services provided, at such Facility, Gross Revenues attributable to units or services at such Facility shall be ratably allocated among all units in service at such Facility on the applicable Commencement Date and all such Gross Revenues attributable to units no longer in service shall be subtracted from Base Gross Revenues throughout the period of such closing; and (b) in the event of any other change in circumstances affecting any Facility, Base Gross Revenues shall be equitably adjusted in such manner as Landlord and Tenant shall reasonably agree.

1.11 “ Business Day ” shall mean any day other than Saturday, Sunday, or any other day on which banking institutions

in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.12 “ Capital Addition ” shall mean, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.

1.13 “ Capital Expenditure ” shall mean any expenditure treated as capital in nature in accordance with GAAP.

1.14 “ Change in Control ” shall mean (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of Tenant or any Guarantor, as the case may be, or the power to direct the management and policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of Tenant or any Guarantor with or into any Person or the merger or consolidation of any Person into Tenant or any Guarantor (other than the merger or consolidation of any Person into Tenant or any Guarantor that does not result in a Change in Control of Tenant or such Guarantor under clauses (a), (c), (d), (e) or (f) of this definition), (c) any one or more sales, conveyances, dividends or distributions to any Person of all or any material portion of the assets (including capital stock or other equity interests) or business of Tenant or any Guarantor, whether or not otherwise a Change in Control, (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on the date hereof) constituted the board of directors of Tenant or any Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of Tenant or such Guarantor was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved, but excluding any individual whose initial nomination for, or assumption of, office as a member of such board of directors occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any Person other than a solicitation for the election of one or more directors by or on behalf of the board of directors) to constitute a majority of the board of directors of Tenant or such Guarantor then in office, or (e) the adoption of any proposal (other than a precatory proposal) by Tenant or any Guarantor not approved by vote of a majority of the directors of Tenant or any Guarantor, as the case may be, in

office immediately prior to the making of such proposal, or (f) the election to the board of directors of Tenant or any Guarantor of any individual not nominated or appointed by vote of a majority of the directors of Tenant or such Guarantor in office immediately prior to the nomination or appointment of such individual.

1.15 “ Claim ” shall have the meaning given such term in Article 8 .

1.16 “ Code ” shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as from time to time amended.

1.17 “ Commencement Date ” shall mean, with respect to each Property, the calendar date specified as the Commencement Date with respect to such Property on Schedule 1 attached hereto and made a part hereof.

1.18 “ Condemnation ” s hall mean, with respect to any Property, or any portion thereof, (a) the exercise of any governmental power with respect to such Property, whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of such Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (c) a taking or voluntary conveyance of such Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting such Property, whether or not the same shall have actually been commenced.

1.19 “ Condemnor ” shall mean any public or quasi-public Person, having the power of Condemnation.

1.20 “ Consolidated Financials ” shall mean, for any Fiscal Year or other accounting period of Five Star, annual audited and quarterly unaudited financial statements of Five Star prepared on a consolidated basis, including Five Star’s consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.

1.21 “ Date of Taking ” shall mean, with respect to any Property, the date the Condemnor has the right to possession of

such Property, or any portion thereof, in connection with a Condemnation.

1.22 “ Default ” shall mean any event or condition which with the giving of notice and/or lapse of time would ripen into an Event of Default.

1.23 “ Disbursement Rate ” shall mean an annual rate of interest, as of the date of determination, equal to the greater of (a) eight percent (8%) and (b) the per annum rate for ten (10) year U.S. Treasury Obligations as published in The Wall Street Journal plus three hundred (300) basis points; provided , however , that in no event shall the Disbursement Rate exceed eleven and one-half percent (11.5%).

1.24 “ Disputes ” shall have the meaning given such term in Section 22.1 .

1.25 “ Easement Agreement ” shall mean any conditions, covenants and restrictions, easements, declarations, licenses and other agreements which are Permitted Encumbrances and such other agreements as may be granted in accordance with Section 19.1 .

1.26 “ Encumbrance ” shall have the meaning given such term in Section 20.1 .

1.27 “ Entity ” shall mean any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.

1.28 “ Environment ” shall mean soil, surface waters, ground waters, land, stream, sediments, surface or subsurface strata and ambient air.

1.29 “ Environmental Obligation ” shall have the meaning given such term in Section 4.4.1 .

1.30 “ Environmental Notice ” shall have the meaning given such term in Section 4.4.1 .

1.31 “ Event of Default ” shall have the meaning given such term in Section 12.1 .

1.32 “ Excess Gross Revenues ” shall mean, with respect to each Additional Rent Property, the amount of Gross Revenues for any Lease Year, or portion thereof, in excess of Base Gross Revenues or the pro-rated portion thereof in the case of a Lease Year which is not a full twelve-month period.

1.33 “ Extended Term ” shall have the meaning given such term in Section 2.4 .

1.34 “ Facility ” shall mean, with respect to any Property, the skilled nursing/intermediate care/independent living/assisted living/special care/group home facility being operated or proposed to be operated on such Property.

1.35 “ Facility Mortgage ” shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with Article 20 .

1.36 “ Facility Mortgagee ” shall mean the holder of any Facility Mortgage.

1.37 “ Fair Market Rental ” shall mean the rate of Minimum Rent that will be payable for the New Seasons Properties (including all Capital Additions funded by Landlord) on the terms of this Agreement during the applicable period, in the then current market, assuming a willing tenant not compelled to lease and a willing landlord not compelled to rent, taking into account the Permitted Use, the rate of minimum or base rent then being charged for comparable lease terms for comparable properties (in terms of both size and location) in the vicinity of each of the New Seasons Properties, and otherwise taking into account all relevant factors, and assuming that no Event of Default exists. Fair Market Rental shall be determined in accordance with the arbitration procedures set forth in Article 22 hereof if not agreed upon in writing by Landlord and Tenant.

1.38 “ Financial Officer’s Certificate ” shall mean, as to any Person, a certificate of the chief executive officer, chief financial officer or chief accounting officer (or such officers’ authorized designee) of such Person, duly authorized, accompanying the financial statements required to be delivered by such Person pursuant to Section 17.2 , in which such officer shall certify (a) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of such Person at and as of the dates thereof and the results of its and their operations for the periods covered thereby, and (b) in the event that the

certifying party is an officer of Tenant and the certificate is being given in such capacity, that no Event of Default has occurred and is continuing hereunder.

1.39 “ Fiscal Year ” shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.

1.40 “ Five Star ” shall mean Five Star Quality Care, Inc., a Maryland corporation, and its permitted successors and assigns.

1.41 “ Fixed Term ” shall have the meaning given such term in Section 2.3 .

1.42 “ Fixtures ” shall have the meaning given such term in Section 2.1(d) .

1.43 “ GAAP ” shall mean generally accepted accounting principles consistently applied.

1.44 “ Government Agencies ” shall mean any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Facility operated thereon.

1.45 “ Gross Revenues ” shall mean, with respect to each Additional Rent Property, for each Fiscal Year during the Term, in the aggregate, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all units, beds and other facilities provided, meals served, services performed, space or facilities subleased or goods sold on such Property, or any portion thereof, including, without limitation, any other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; provided , however , that Gross Revenues shall not include the following: revenue from professional fees or charges by physicians and unaffiliated providers of services, when and to the extent such

charges are paid over to such physicians and unaffiliated providers of services, or are separately billed and not included in comprehensive fees; contractual allowances (relating to any period during the Term) for billings not paid by or received from the appropriate governmental agencies or third party providers; allowances according to GAAP for uncollectible accounts, including credit card accounts and charity care or other administrative discounts; all proper patient billing credits and adjustments according to GAAP relating to health care accounting; provider discounts for hospital or other medical facility utilization contracts and credit card discounts; any amounts actually paid by Tenant for the cost of any federal, state or local governmental programs imposed specially to provide or finance indigent patient care; federal, state or municipal excise, sales, use, occupancy or similar taxes collected directly from patients, clients or residents or included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); Award proceeds (other than for a temporary Condemnation); revenues attributable to services actually provided off-site or otherwise away from such Property, such as home health care, to persons that are not patients, clients or residents at such Property; revenues attributable to child care services provided primarily to employees of such Property; any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Facility located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; reimbursements for provider, bed or occupancy taxes charged by any Governmental Agency to the extent previously included in Gross Revenues; and interest income from any bank account or investment of Tenant.

1.46 “ Guarantor ” shall mean Five Star and each and every other guarantor of Tenant’s obligations under this Agreement, and each such guarantor’s successors and assigns.

1.47 “ Guaranty ” shall mean any guaranty agreement executed by a Guarantor in favor of Landlord pursuant to which the payment or performance of Tenant’s obligations under this Agreement are guaranteed, together with all modifications, amendments and supplements thereto.

1.48 “ Hazardous Substances ” shall mean any substance:

(a) the presence of which requires or may hereafter require notification, investigation or remediation under any federal, state or local statute, regulation, rule, ordinance, order, action or policy; or

(b) which is or becomes defined as a “hazardous waste”, “hazardous material” or “hazardous substance” or “pollutant” or “contaminant” under any present or future federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq .) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq .) and the regulations promulgated thereunder; or

(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision thereof; or

(d) the presence of which on any Property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such Property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such Property, or any portion thereof, or to the health or safety of persons on or about such Property, or any portion thereof; or

(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or

(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

(g) without limitation, which contains or emits radioactive particles, waves or material; or

(h) without limitation, constitutes Regulated Medical Wastes.

1.49 “ Immediate Family ” shall mean, with respect to any individual, such individual’s spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.

1.50 “ Impositions ” shall mean, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), ground rents (including any minimum rent under any ground lease, and any additional rent or charges thereunder), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Tenant (including all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (a) Landlord’s interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; provided , however , that nothing contained herein shall be construed to require Tenant to pay and the term “Impositions” shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Facility Mortgage) or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.1.3 ,

(vi) any impositions imposed on Landlord that are a result of Landlord not being considered a “United States person” as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement governing Landlord’s conduct or operation or as a result of the negligence or willful misconduct of Landlord.

1.51 “ Incidental Documents ” shall mean, collectively, any Guaranty, any Security Agreement and any Pledge Agreement.

1.52 “ Indebtedness ” shall mean all obligations, contingent or otherwise, which in accordance with GAAP should be reflected on the obligor’s balance sheet as liabilities.

1.53 “ Insurance Requirements ” shall mean all terms of any insurance policy required by this Agreement and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant, any Manager or the Leased Property.

1.54 “ Interest Rate ” shall mean, with respect to each Property, the per annum interest rate specified as the Interest Rate with respect to such Property on Schedule 1 attached hereto and made a part hereof.

1.55 “ Land ” shall have the meaning given such term in Section 2.1(a) .

1.56 “ Landlord ” shall have the meaning given such term in the preambles to this Agreement and shall also include their respective successors and assigns.

1.57 “ Landlord Default ” shall have the meaning given such term in Article 14 .

1.58 “ Landlord Liens ” shall mean liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens

in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided , however , that “ Landlord Lien ” shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.

1.59 “ Lease Year ” shall mean any Fiscal Year or portion thereof during the Term.

1.60 “ Leased Improvements ” shall have the meaning given such term in Section 2.1(b) .

1.61 “ Leased Intangible Property ” shall mean all agreements, service contracts, equipment leases, booking agreements and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits, trade names, service marks, telephone exchange numbers identified with the Leased Property, and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.

1.62 “ Leased Personal Property ” shall have the meaning given such term in Section 2.1(e) .

1.63 “ Leased Property ” shall have the meaning given such term in Section 2.1 .

1.64 “ Legal Requirements ” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations, certificates of need, authorizations and regulations necessary to operate any Property for its Permitted Use, and (b) all

covenants, agreements, restrictions and encumbrances contained in any instruments at any time in force affecting any Property, including those which may (i) require material repairs, modifications or alterations in or to any Property or (ii) in any way materially and adversely affect the use and enjoyment thereof, but excluding any requirements arising as a result of Landlord’s status as a real estate investment trust.

1.65 “ Lien ” shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of general creditors.

1.66 “ Manager ” shall mean, with respect to any Property, the operator or manager under any Management Agreement from time to time in effect with respect to such Property, and its permitted successors and assigns.

1.67 “ Management Agreement ” shall mean, with respect to any Property, any operating or management agreement from time to time entered into by Tenant with respect to such Property in accordance with the applicable provisions of this Agreement, together with all amendments, modifications and supplements thereto.

1.68 “ Minimum Rent ” shall mean the sum of Twenty Million Eight Hundred Seventy One Thousand Eight Hundred Five and 00/100s Dollars ($20,871,805.00) per annum.

1.69 “ New Seasons Properties ” shall mean, collectively, the Properties identified as a New Seasons Property on Schedule 1 attached hereto and made a part hereof.

1.70 “ Notice ” shall mean a notice given in accordance with Section 23.10 .

1.71 “ Officer’s Certificate ” shall mean a certificate signed by an officer or other duly authorized individual of the certifying Entity duly authorized by the board of directors or other governing body of the certifying Entity.

1.72 “ Original Leases ” shall have the meaning given such term in the recitals to this Agreement.

1.73 “ Other Leases ” shall mean (i) that certain Amended and Restated Master Lease Agreement (Lease No. 1), dated as of

the date hereof, by and among certain Affiliated Persons of Senior Housing Properties Trust, as landlord, and Five Star Quality Care Trust, as tenant, and (ii) that certain Amended and Restated Master Lease Agreement (Lease No. 2), dated as of the date hereof, by and among certain Affiliated Persons of Senior Housing Properties Trust, as landlord, and certain Affiliated Persons of Five Star, as tenant.

1.74 “ Overdue Rate ” shall mean, on any date, a per annum rate of interest equal to (i) with respect to the Additional Rent Properties, the lesser of fifteen percent (15%) and the maximum rate then permitted under Applicable Laws, and (ii) with respect to the New Seasons Properties, the lesser of (A) the greater of (1) fifteen percent (15%) and (2) the Prime Rate plus three hundred (300) basis points, and (B) the maximum rate then permitted under Applicable Laws.

1.75 “ Parent ” shall mean, with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.

1.76 “ Permitted Encumbrances ” shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owner’s or leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord from time to time.

1.77 “ Permitted Use ” shall mean, with respect to any Property, any use of such Property permitted pursuant to Section 4.1.1 .

1.78 “ Person ” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

1.79 “ Pledge Agreement ” shall mean, collectively, any pledge agreement made in favor of Landlord with respect to the stock or other equity interests of Tenant or any assignee, subtenant or other transferee, as it or they may be amended, restated, supplemented or otherwise modified from time to time.

1.80 “ Prime Rate ” shall mean the annual floating rate of interest, determined daily and expressed as a percentage from time to time announced by the Wall Street Journal as the “Prime Rate”.

1.81 “ Property ” shall have the meaning given such term in Section 2.1 .

1.82 “ Provider Agreements ” shall mean all participation, provider and reimbursement agreements or arrangements now or hereafter in effect for the benefit of Tenant or any Manager in connection with the operation of any Facility relating to any right of payment or other claim arising out of or in connection with Tenant’s participation in any Third Party Payor Program.

1.83 “ Regulated Medical Wastes ” shall mean all materials generated by Tenant, subtenants, patients, occupants or the operators of the Leased Property which are now or may hereafter be subject to regulation pursuant to the Material Waste Tracking Act of 1988, or any Applicable Laws promulgated by any Government Agencies.

1.84 “ Rent ” shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.

1.85 “ Rules ” shall have the meaning given such term in Section 22.1 .

1.86 “ SEC ” shall mean the Securities and Exchange Commission.

1.87 “ Security Agreement ” shall mean, collectively, any security agreement made by Tenant or any assignee, subtenant or other transferee for the benefit of Landlord, as it or they may be amended, restated, supplemented or otherwise modified from time to time.

1.88 “ State ” shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.

1.89 “ Subordinated Creditor ” shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.

1.90 “ Subordination Agreement ” shall mean any agreement (and any amendments thereto) executed by a Subordinated Creditor pursuant to which the payment and performance of Tenant’s

obligations to such Subordinated Creditor are subordinated to the payment and performance of Tenant’s obligations to Landlord under this Agreement.

1.91 “ Subsidiary ” shall mean, with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).

1.92 “ Successor Landlord ” shall have the meaning given such term in Section 20.2 .

1.93 “ Tax Regulatory Agreement ” shall mean that certain Tax Regulatory Agreement from NewSeasons of Mt. Arlington, L.P. to New Jersey Health Care Facilities Financing Authority entered into on October 4, 2000 pursuant to the Authority’s issuance of Revenue Bonds (NewSeasons of Mt. Arlington Assisted Living Project) Series 2000A.

1.94 “ Tenant ” shall have the meaning given such term in the preambles to this Agreement and shall refer to each such Entity comprising Tenant hereunder, whether the original Entities named herein or any of their respective permitted successors or assigns, jointly and severally with each and every other Entity or Entities then comprising Tenant hereunder.

1.95 “ Tenant’s Personal Property ” shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of Tenant, if any, acquired by Tenant on and after the applicable Commencement Date for any Property and located at such Property or used in Tenant’s business at the Leased Property and all modifications, replacements, alterations and additions to such personal property installed at the expense of Tenant, other than any items included within the definitions of Fixtures and Leased Personal Property.

1.96 “ Term ” shall mean, collectively, the Fixed Term and the Extended Term, to the extent properly exercised pursuant to the provisions of Section 2.4 , unless sooner terminated pursuant to the provisions of this Agreement.

1.97 “ Third Party Payor Programs ” shall mean all third party payor programs in which Tenant presently or in the future may participate, including, without limitation, Medicare,

Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, Managed Care Plans, other private insurance programs and employee assistance programs.

1.98 “ Third Party Payors ” shall mean Medicare, Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, private insurers and any other Person which presently or in the future maintains Third Party Payor Programs.

1.99 “ Unsuitable for Its Permitted Use ” shall mean, with respect to any Facility, a state or condition of such Facility such that (a) following any damage or destruction involving a Facility, (i) such Facility cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage or destruction, and as otherwise required by Section 10.2.4 , within twelve (12) months following such damage or destruction or such longer period of time as to which business interruption insurance is available to cover Rent and other costs related to the applicable Property following such damage or destruction, (ii) the damage or destruction, if uninsured, exceeds $1,000,000 or (iii) the cost of such restoration exceeds ten percent (10%) of the fair market value of such Property immediately prior to such damage or destruction, or (b) as the result of a partial taking by Condemnation, such Facility cannot be operated, in the good faith judgment of Tenant, on a commercially practicable basis for its Permitted Use.

1.100 “ Work ” shall have the meaning given such term in Section 10.2.4 .

ARTICLE 2

LEASED PROPERTY AND TERM

2.1 Leased Property . Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord’s right, title and interest in and to all of the following (each of items (a) through (g) below which relates to any single Facility, a “ Property ” and, collectively, the “ Leased Property ”):

(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-25 attached hereto and made a part hereof (the “ Land ”);

(b) all buildings, structures and other improvements of every kind including, but not limited to, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the “ Leased Improvements ”);

(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;

(d) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenant’s Personal Property (collectively, the “ Fixtures ”);

(e) all machinery, equipment, furniture, furnishings, moveable walls or partitions, computers or trade fixtures or other personal property of any kind or description used or useful in Tenant’s business on or in the Leased Improvements, and located on or in the Leased Improvements, and all modifications, replacements, alterations and additions to such personal property, except items, if any, included within the category of Fixtures, but specifically excluding all items included within the category of Tenant’s Personal Property (collectively, the “ Leased Personal Property ”);

(f) all of the Leased Intangible Property; and

(g) any and all leases of space in the Leased Improvements.

2.2 Condition of Leased Property . Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its “as is” condition, subject to the rights of parties in possession, the existing

state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the applicable Commencement Date for any Property or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlord’s rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlord’s or Tenant’s name, all at Tenant’s sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) incurred by Landlord in connection with such cooperation.

2.3 Fixed Term . The initial term of this Agreement (the “ Fixed Term ”) with respect to each Property commenced on the Commencement Date with respect to such Property and shall expire on April 30, 2017.

2.4 Extended Terms . Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for two renewal terms of fifteen (15) years each (each an “ Extended Term ”).

If and to the extent Tenant shall exercise the options, the first Extended Term shall commence on May 1, 2017 and expire on April 30, 2032 and the second Extended Term shall commence on May 1, 2032 and expire on April 30, 2047. All of the terms, covenants and provisions of this Agreement shall apply to each

Extended Term, except that during the second Extended Term, the Minimum Rent shall be adjusted so that the portion of the Minimum Rent attributable to the New Seasons Properties shall be the Fair Market Rental Value thereof, and Tenant shall have no right to extend the Term beyond April 30, 2047. If Tenant shall elect to exercise the option to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice thereof not later than April 30, 2015, and if Tenant shall elect to exercise its option to extend the Term for the second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than April 30, 2030, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

2.5 Limitations on Term . Notwithstanding anything contained in Section 2.3 or Section 2.4 to the contrary, the Term of this Agreement with respect to any Property shall not

extend beyond the term of any ground lease (including renewals and extensions thereof) pursuant to which Landlord leases such Property.

ARTICLE 3

RENT

3.1 Rent . Tenant shall pay, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this Agreement), Minimum Rent and Additional Rent to Landlord and Additional Charges to the party to whom such Additional Charges are payable, during the Term. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion. Rent for any partial calendar month shall be prorated on a per diem basis.

3.1.1 Minimum Rent .

(a) Payments . Minimum Rent shall be paid in equal monthly installments in arrears on the first Business Day of each calendar month during the Term.

(b) Allocation of Minimum Rent . Minimum Rent may be allocated and reallocated among the Properties comprising the Leased Property by agreement among Landlord and Tenant; provided , however that in no event shall the Minimum Rent allocated to any Property be less than the monthly amount payable by Landlord on account of any Facility Mortgage and/or ground or master lease with respect to such Property nor shall the aggregate amount of Minimum Rent allocated among the Properties exceed the total amount payable for the Leased Property.

(c) Adjustments of Minimum Rent Following Disbursements Under Sections 5.1.2(b), 10.2.3 and 11.2 . Effective on the date of each disbursement to pay for the cost of any repairs, maintenance, renovations or replacements pursuant to Sections 5.1.2(b), 10.2.3 or 11.2 , the annual Minimum Rent shall be increased by a per annum amount equal to the Disbursement Rate times the amount so disbursed. If any such disbursement is made during any calendar month on a day other than the first Business Day of such calendar month, Tenant shall pay to Landlord on the first Business Day of the immediately following calendar

month (in addition to the amount of Minimum Rent payable with respect to such calendar month, as adjusted pursuant to this paragraph (c)) the amount by which Minimum Rent for the preceding calendar month, as adjusted for such disbursement on a per diem basis, exceeded the amount of Minimum Rent paid by Tenant for such preceding calendar month.

(d) Adjustments of Minimum Rent Following Partial Lease Termination . Subject to Section 4.1.1(b) , if this Agreement shall terminate with respect to any Property but less than all of the Leased Property, Minimum Rent shall be reduced by the affected Property’s allocable share of Minimum Rent determined in accordance with the applicable provisions of this Agreement.

(e) Periodic Adjustments of Minimum Rent . Effective as of January 1, 2018 and each January 1 thereafter through January 1, 2032 (each, an “ Effective Date ”), Minimum Rent shall automatically be adjusted so that the portion of the Minimum Rent attributable to the New Seasons Properties shall equal the product derived by multiplying the annual rate of Minimum Rent payable for the New Seasons Properties under this Agreement immediately prior to the respective Effective Date by 1.03.

3.1.2 Additional Rent .

(a) Amount . Tenant shall pay additional rent (“ Additional Rent ”) with respect to each Lease Year during the Term in an amount, not less than zero, equal to four percent (4%) of Excess Gross Revenues at each Additional Rent Property.

(b) Quarterly Installments . Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears. Quarterly payments of Additional Rent for each Additional Rent Property shall be calculated based on Gross Revenues for such quarter during the preceding year and shall be due and payable and delivered to Landlord on the first Business Day of each calendar quarter, or portion thereof, thereafter occurring during the Term, together with an Officer’s Certificate setting forth the calculation of Additional Rent due and payable for such quarter.

(c) Reconciliation of Additional Rent . In addition, within seventy-five (75) days after the end of each Lease

Year (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Revenues for each Additional Rent Property for such preceding Lease Year, or portion thereof, together with an Officer’s Certificate from Tenant’s chief financial or accounting officer certifying that such report is true and correct, and (ii) a statement showing Tenant’s calculation of Additional Rent due for such preceding Lease Year, or portion thereof, based on the Gross Revenues set forth in such financial report, together with an Officer’s Certificate from Tenant’s chief financial or accounting officer certifying that such statement is true and correct.

(d) Confirmation of Additional Rent . Tenant shall utilize, or cause to be utilized, an accounting system for the Additional Rent Properties in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Revenues and Tenant shall retain, for at least three

(3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Revenues for such Lease Year. Landlord, at its own expense, except as provided hereinbelow, shall have the right, exercisable by Notice to Tenant, by its accountants or representatives, to audit the information set forth in the Officer’s Certificate referred to in subparagraph (c) above and, in connection with such audits, to examine Tenant’s books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin such audit as soon as reasonably possible following its receipt of the applicable Officer’s Certificate and shall complete such audit as soon as reasonably possible thereafter. All such audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant’s business operations. If any such audit discloses a deficiency in the payment of Additional Rent and either Tenant agrees with the result of such audit or the matter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof, and if the amount of such deficiency exceeds five percent (5%) of the Additional Rent that should have been paid for any Lease Year, Tenant shall forthwith pay to Landlord the aggregate amount of all costs and expenses incurred by Landlord in connection with any such audit. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or the matter is otherwise determined, provided no Event of Default has occurred and is continuing, Landlord shall, at Landlord’s option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; provided , however , that, upon the expiration or sooner termination of the Term, provided no Event of Default has occurred and is continuing, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord.

Any dispute concerning the correctness of an audit shall be settled by arbitration pursuant to the provisions of Article 22 .

3.1.3 Additional Charges . In addition to the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or cause to be paid) to the appropriate parties and discharge (or cause to be discharged) as and when due and payable the following (collectively, “ Additional Charges ”):

(a) Impositions . Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock or other equity interests, and Tenant, at its expense, shall,

to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. Provided no Event of Default shall have occurred and be continuing, if any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement, Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to file a protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of Article 8 .

(b) Utility Charges . Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.

(c) Insurance Premiums . Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to Article 9 .

(d) Other Charges . Tenant shall pay or cause to be paid all other amounts, liabilities and obligations, including, without limitation, ground rents, if any, and

all amounts payable under any equipment leases and all agreements to indemnify Landlord under Sections 4.4.2 and 9.5 .

(e) Reimbursement for Additional Charges . If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement (other than termination by reason of an Event of Default), Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.

3.2 Late Payment of Rent, Etc. If any installment of Minimum Rent, Additional Rent or Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid within ten (10) days after its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Facility Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof.

3.3 Net Lease . The Rent shall be absolutely net to Landlord so that this Agreement shall yield to Landlord the full

amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Agreement which expressly provide otherwise, including those provisions for adjustment or abatement of such Rent.

3.4 No Termination, Abatement, Etc. Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the Leased Property, or any portion thereof, from whatever cause or any Condemnation, (b) the lawful or unlawful prohibition of, or restriction upon, Tenant’s use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.

ARTICLE 4

USE OF THE LEASED PROPERTY

4.1 Permitted Use .

4.1.1 Permitted Use .

(a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b) ), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.

(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent (if applicable) and other related matters; provided , however ,

in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “ Offer ”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

4.1.2 Necessary Approvals . Tenant shall proceed with all due diligence and exercise reasonable efforts to obtain and maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Facility located thereon under Applicable Laws and, without limiting the foregoing, shall exercise reasonable efforts to maintain (or cause to be maintained) appropriate certifications for reimbursement and licensure.

4.1.3 Lawful Use, Etc. Tenant shall not, and shall not permit any Person to use or suffer or permit the use of any Property or Tenant’s Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Facility, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (a) may materially and adversely impair Landlord’s title thereto or to any portion thereof, or (b) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as

such, or of implied dedication of such Property, or any portion thereof.

4.2 Compliance with Legal/Insurance Requirements, Etc. Subject to the provisions of Section 5.1.2(b) and Article 8 , Tenant, at its sole expense, shall (a) comply with (or cause to be complied with) all material Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration and restoration of any Property and with the terms and conditions of any ground lease affecting any Property, (b) perform (or cause to be performed) in a timely fashion all of Landlord’s obligations under any ground lease affecting any Property and (c) procure, maintain and comply with (or cause to be procured, maintained and complied with) all material licenses, certificates of need, permits, provider agreements and other authorizations and agreements required for any use of any Property and Tenant’s Personal Property, if any, then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof.

4.3 Compliance with Medicaid and Medicare Requirements . Tenant, at its sole cost and expense, shall make (or shall cause to be made), whatever improvements (capital or ordinary) as are required to conform each Property to such standards as may, from time to time, be required by Federal Medicare (Title 18) or Medicaid (Title 19) for skilled and/or intermediate care nursing programs, to the extent Tenant is a participant in such programs with respect to such Property, or any other applicable programs or legislation, or capital improvements required by any other governmental agency having jurisdiction over any Property as a condition of the continued operation of such Property for its Permitted Use.

4.4 Environmental Matters .

4.4.1 Restriction on Use, Etc. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store, spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly: (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is

required to be filed by Tenant or any Manager with respect to any Property pursuant to SARA Title III or any other Applicable Laws, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or any Manager or their respective agents or representatives with respect thereto (collectively, “ Environmental Notice ”), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Laws and/or presents a material risk of any material cost, expense, loss or damage (an “ Environmental Obligation ”), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the use, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use or maintenance or requiring the removal, treatment, containment or other disposition thereof, and (e) pay or otherwise dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related thereto, unless Tenant or any Manager shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not materially and adversely affected thereby.

4.4.2 Indemnification of Landlord . Tenant shall protect, indemnify and hold harmless Landlord and each Facility Mortgagee, their trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “ Indemnitees ” and, individually, an “ Indemnitee ”) for, from and against any and all debts, liens, claims, causes of action, administrative orders or notices, costs, fines, penalties or expenses (including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any

Indemnitee resulting from, either directly or indirectly, the presence in, upon or under the soil or ground water of any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Laws, except to the extent the same arise from the acts or omissions of Landlord or any other Indemnitee or during any period that Landlord or a Person designated by Landlord (other than Tenant) is in possession of such Property from and after the Commencement Date for such Property. Tenant’s duty herein includes, but is not limited to, costs associated with personal injury or property damage claims as a result of the presence prior to the expiration or sooner termination of the Term and the surrender of such Property to Landlord in accordance with the terms of this Agreement of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Applicable Laws. Upon Notice from Landlord and any other of the Indemnitees, Tenant shall undertake the defense, at Tenant’s sole cost and expense, of any indemnification duties set forth herein, in which event, Tenant shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee.

4.4.3 Survival . The provisions of this Section 4.4 shall survive the expiration or sooner termination of this Agreement.

ARTICLE 5

MAINTENANCE AND REPAIRS

5.1 Maintenance and Repair .

5.1.1 Tenant’s General Obligations . Tenant shall keep (or cause to be kept), at Tenant’s sole cost and expense, the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant’s Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant’s or any Manager’s use, any prior use, the elements or the age of the

Leased Property or Tenant’s Personal Property or any portion thereof), and shall promptly make or cause to be made all necessary and appropriate repairs and replacements to each Property of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the Commencement Date for such Property (concealed or otherwise). All repairs shall be made in a good, workmanlike manner, consistent with industry standards for comparable Facilities in like locales, in accordance with all applicable federal, state and local statutes, ordinances, codes, rules and regulations relating to any such work. Tenant shall not take or omit to take (or permit any Person to take or omit to take) any action, the taking or omission of which would materially and adversely impair the value or the usefulness of the Leased Property or any material part thereof for its Permitted Use. Tenant’s obligations under this Section 5.1.1 shall be limited in the event of any casualty or Condemnation as set forth in Article 10 and Article 11 and Tenant’s obligations with respect to Hazardous Substances are as set forth in Section 4.4 .

5.1.2 Landlord’s Obligations .

(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing.

(b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost

thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6 , Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6 , disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

5.1.3 Nonresponsibility of Landlord, Etc. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that liens on the Leased Property or on Landlord’s interest therein are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished to Tenant or any Manager or for any other purpose during the term of this Agreement.

5.2 Tenant’s Personal Property . Tenant shall provide and maintain (or cause to be provided and maintained) throughout the

Term all such Tenant’s Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after the Commencement Date with respect to any Property, Tenant acquires an interest in any item of tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or its designee may assume Tenant’s rights and obligations under such agreement upon Landlord’s purchase of the same in accordance with the provisions of Article 15 and the assumption of management or operation of the Facility by Landlord or its designee.

5.3 Yield Up . Upon the expiration or sooner termination of this Agreement (or the termination of this Agreement with respect to any Property), Tenant shall vacate and surrender the Leased Property or such Property (as applicable) to Landlord in substantially the same condition in which such Property was in on its Commencement Date, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear excepted (and casualty damage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with Article 10 or Article 11 excepted).

5.4 Management Agreement . Tenant shall not, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend or modify the provisions of any Management Agreement with

respect to any Property. Any Management Agreement entered into pursuant to the provisions of this Section 5.4 shall be subordinate to this Agreement and shall provide, inter alia , that all amounts due from Tenant to Manager thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due to Manager thereunder pursuant to such Management Agreement) and for termination thereof, at Landlord’s option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action under any such Management Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned.

ARTICLE 6

IMPROVEMENTS, ETC.

6.1 Improvements to the Leased Property . Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided that (a) construction or installation of the same would not adversely affect or violate any material Legal Requirement or Insurance Requirement applicable to any Property and (b) Landlord shall have received an Officer’s Certificate certifying as to the satisfaction of the conditions set out in clause (a) above; provided , however , that no such consent shall be required in the event immediate action is required to prevent imminent harm to person or property. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenant’s interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlord’s sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Agreement, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.

6.2 Salvage . All materials which are scrapped or removed in connection with the making of either Capital Additions or non-Capital Additions or repairs required by Article 5 shall be or become the property of the party that paid for such work.

ARTICLE 7

LIENS

ARTICLE 8

PERMITTED CONTESTS

trust shall permit Tenant to exercise the rights granted pursuant to this Article 8 ) or any interest therein or result in or reasonably be expected to result in a lien attaching to the Leased Property, or any portion thereof, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been fully reimbursed by Tenant. If Tenant shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be required if Landlord shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.

ARTICLE 9

INSURANCE AND INDEMNIFICATION

9.1 General Insurance Requirements . Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of any Property, or any portion thereof, keep (or cause to be kept) such Property and all property located therein or thereon, insured against the risks and in such amounts as is against such risks and in such amounts as Landlord shall reasonably require and may be commercially reasonable. Tenant shall prepare a proposal setting forth the insurance Tenant proposes to be maintained with respect to each Property during the ensuing Fiscal Year and shall submit such proposal to Landlord on or before December 1 of the preceding Lease Year for Landlord’s review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event

that Landlord shall fail to respond within thirty (30) days after receipt of such proposal, such proposal shall be deemed approved.

9.2 Waiver of Subrogation . Landlord and Tenant agree that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in any State) with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, the party carrying such insurance and suffering said loss releases the others of and from any and all claims with respect to such loss; and they further agree that their respective insurance companies (and, if Landlord or Tenant shall self insure in accordance with the terms hereof, Landlord or Tenant, as the case may be) shall have no right of subrogation against the other on account thereof, even though extra premium may result therefrom. In the event that any extra premium is payable by Tenant as a result of this provision, Landlord shall not be liable for reimbursement to Tenant for such extra premium.

9.3 Form Satisfactory, Etc. All insurance policies and endorsements required pursuant to this Article 9 shall be fully paid for, nonassessable, and issued by reputable insurance companies authorized to do business in the State and having a general policy holder’s rating of no less than A in Best’s latest rating guide. All property, business interruption, liability and flood insurance policies with respect to each Property shall include no deductible in excess of Two Hundred Fifty Thousand Dollars ($250,000). At all times, all property, business interruption, liability and flood insurance policies, with the exception of worker’s compensation insurance coverage, shall name Landlord and any Facility Mortgagee as additional insureds, as their interests may appear. All loss adjustments shall be payable as provided in Article 10 , except that losses under liability and worker’s compensation insurance policies shall be payable directly to the party entitled thereto. Tenant shall cause all insurance premiums to be paid prior to the effective date of any policy, if required by such policy, or pursuant to an installment payment plan if permissible under such policy. Not more than twenty five (25) days nor less than five (5) days prior to the effective date of the policies or renewal policies (which, for renewal policies, shall be prior to the expiration of the existing policy), Tenant shall deliver to Landlord copies of enforceable binders for such insurance coverage. Tenant shall deliver (or cause to be delivered) to

Landlord certificates evidencing such insurance coverage within five (5) days after the effective date of such policies, and thereafter Tenant shall deliver to Landlord the policies or renewal policies promptly upon receipt by Tenant. All such policies shall provide Landlord (and any Facility Mortgagee if required by the same) thirty (30) days prior written notice of any material change or cancellation of such policy. In the event Tenant shall fail to effect (or cause to be effected) such insurance as herein required, to pay (or cause to be paid) the premiums therefor or to deliver (or cause to be delivered) such policies or certificates to Landlord or any Facility Mortgagee at the times required, Landlord shall have the right, but not the obligation, upon Notice to Tenant, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as Additional Charges, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.

9.4 No Separate Insurance; Self-Insurance . Tenant shall not take (or permit any Person to take) out separate insurance, concurrent in form or contributing in the event of loss with that required by this Article 9 , or increase the amount of any existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of such insurance, including Landlord and all Facility Mortgagees, are included therein as additional insureds and the loss is payable under such insurance in the same manner as losses are payable under this Agreement. In the event Tenant shall take out any such separate insurance or increase any of the amounts of the then existing insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall not self-insure (or permit any Person to self-insure) with respect to any insurance required to be carried hereunder by Tenant.

9.5 Indemnification of Landlord . Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord’s gross negligence or willful misconduct: (a) any accident, injury to or death of persons or loss of or damage to property occurring on or about any Property

or portion thereof or adjoining sidewalks or rights of way, (b) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them or Tenant’s Personal Property or any litigation, proceeding or claim by governmental entities or other third parties to which Landlord is made a party or participant relating to any Property or portion thereof or Tenant’s Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof including, failure to perform obligations (other than Condemnation proceedings) to which Landlord is made a party, (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys’ fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this Section 9.5 are in addition to the obligations set forth in Section 4.4 and shall survive the termination of this Agreement.

ARTICLE 10

CASUALTY

10.1 Insurance Proceeds . Except as provided in the last clause of this sentence, all proceeds payable by reason of any loss or damage to any Property, or any portion thereof, and insured under any policy of insurance required by Article 9 (other than the proceeds of any business interruption insurance) shall be paid directly to Landlord (subject to the provisions of Section 10.2 ) and all loss adjustments with respect to losses payable to Landlord shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided , however , that, so long as no Event of Default shall have occurred and be continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant and such losses may be adjusted without Landlord’s consent. If Tenant is required to reconstruct or repair any Property as provided herein, such proceeds shall be paid out by Landlord from time to time for the reasonable costs of reconstruction or repair of such Property necessitated by such damage or destruction,

subject to and in accordance with the provisions of Section 10.2.4 . Provided no Default or Event of Default has occurred and is continuing, any excess proceeds of insurance remaining after the completion of the restoration shall be paid to Tenant. In the event that the provisions of Section 10.2.1 are applicable, the insurance proceeds shall be retained by the party entitled thereto pursuant to Section 10.2.1 .

10.2 Damage or Destruction .

10.2.1 Damage or Destruction of Leased Property . If, during the Term, any Property shall be totally or partially destroyed and the Facility located thereon is thereby rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by the giving of Notice thereof to the other, terminate this Agreement with respect to such affected Property, whereupon, this Agreement shall terminate with respect to such affected Property and Landlord shall be entitled to retain the insurance proceeds payable on account of such damage. In such event, Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Facility, the amount of any uninsured loss and any difference between the replacement cost of the affected Property and the casualty insurance proceeds therefor.

10.2.2 Partial Damage or Destruction . If, during the Term, any Property shall be totally or partially destroyed but the Facility is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section 10.2.3 , promptly restore such Facility as provided in Section 10.2.4 .

10.2.3 Insufficient Insurance Proceeds . If the cost of the repair or restoration of the applicable Facility exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1 , Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant, given within sixty (60) days after Tenant’s notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by

Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1 . It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.

10.2.4 Disbursement of Proceeds . In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10 , Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “ Work ”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3 , Tenant depositing

the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require.

Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord.

10.3 Damage Near End of Term . Notwithstanding any provisions of Section 10.1 or 10.2 to the contrary, if damage to or destruction of any Property occurs during the last twelve (12) months of the Term and if such damage or destruction cannot reasonably be expected to be fully repaired and restored prior to the date that is six (6) months prior to the end of the Term, the provisions of Section 10.2.1 shall apply as if such Property had been totally or partially destroyed and the Facility thereon rendered Unsuitable for its Permitted Use.

10.4 Tenant’s Property . All insurance proceeds payable by reason of any loss of or damage to any of Tenant’s Personal Property shall be paid to Tenant and, to the extent necessary to repair or replace Tenant’s Personal Property in accordance with Section 10.5 , Tenant shall hold such proceeds in trust to pay the cost of repairing or replacing damaged Tenant’s Personal Property.

10.5 Restoration of Tenant’s Property . If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenant’s Personal Property, or (b) replace such alterations and improvements and Tenant’s Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.

10.6 No Abatement of Rent . This Agreement shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any damage involving the Leased Property, or any portion thereof (provided that Landlord shall credit against such payments any amounts paid to Landlord as a

consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this Article 10 shall be considered an express agreement governing any cause of damage or destruction to the Leased Property, or any portion thereof, and, to the maximum extent permitted by law, no local or State statute, laws, rules, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.

10.7 Waiver . Tenant hereby waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property, or any portion thereof.

ARTICLE 11

CONDEMNATION

11.1 Total Condemnation, Etc. If either (a) the whole of any Property shall be taken by Condemnation or (b) a Condemnation of less than the whole of any Property renders any Property Unsuitable for Its Permitted Use, this Agreement shall terminate with respect to such Property, and Tenant and Landlord shall seek the Award for their interests in the applicable Property as provided in Section 11.5 .

11.2 Partial Condemnation . In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2 . If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the

obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided , however , in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c) . In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5 .

11.3 Abatement of Rent . Other than as specifically provided in this Agreement, this Agreement shall remain in full force and effect and Tenant’s obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any Condemnation involving the Leased Property, or any portion thereof. The provisions of this Article 11 shall

be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by law, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such a contingency shall have any application in such case.

11.4 Temporary Condemnation . In the event of any temporary Condemnation of any Property or Tenant’s interest therein, this Agreement shall continue in full force and effect and Tenant shall continue to pay (or cause to be paid), in the manner and on the terms herein specified, the full amount of the Rent. Tenant shall continue to perform and observe (or cause to be performed and observed) all of the other terms and conditions of this Agreement on the part of the Tenant to be performed and observed. Provided no Event of Default has occurred and is continuing, the entire amount of any Award made for such temporary Condemnation allocable to the Term, whether paid by way of damages, rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the termination of any such period of temporary Condemnation, at its sole cost and expense, restore the affected Property to the condition that existed immediately prior to such Condemnation, in material compliance with all applicable Legal Requirements, unless such period of temporary Condemnation shall extend beyond the expiration of the Term, in which event Tenant shall not be required to make such restoration.

11.5 Allocation of Award . Except as provided in Section 11.4 and the second sentence of this Section 11.5 , the total Award shall be solely the property of and payable to Landlord. Any portion of the Award made for the taking of Tenant’s leasehold interest in the Leased Property, loss of business during the remainder of the Term, the taking of Tenant’s Personal Property, the taking of Capital Additions paid for by Tenant and Tenant’s removal and relocation expenses shall be the sole property of and payable to Tenant (subject to the provisions of Section 11.2 ). In any Condemnation proceedings, Landlord and Tenant shall each seek its own Award in conformity herewith, at its own expense.

ARTICLE 12

DEFAULTS AND REMEDIES

12.1 Events of Default . The occurrence of any one or more of the following events shall constitute an “ Event of Default ” hereunder:

(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due, which failure shall continue for at least five (5) Business Days after Notice from Landlord to Tenant; or

(b) should Tenant fail to maintain the insurance coverages required under Article 9 ; or

(c) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clauses (a) and (b) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; provided , however , that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional ninety (90) days in the aggregate) as may be necessary to cure such default with all due diligence; or

(d) should any material obligation of Tenant in respect of any Indebtedness for money borrowed or for any material property or services, or any guaranty relating thereto, be declared to be or become due and payable prior to the stated maturity thereof, or should there occur and be continuing with respect to any such Indebtedness any event of default under any instrument or agreement evidencing or securing the same, the effect of which is to permit the holder or holders of such instrument or agreement or a trustee, agent or other representative on behalf of such holder or holders, to cause any such obligations to become due prior to its stated maturity; or

(e) should an event of default by Tenant, any Guarantor or any Affiliated Person as to Tenant or any Guarantor occur and be continuing beyond the expiration of any applicable cure period under any of the Incidental Documents; or

(f) should Tenant or any Guarantor generally not be paying its debts as they become due or should Tenant or any Guarantor make a general assignment for the benefit of creditors; or

(g) should any petition be filed by or against Tenant or any Guarantor under the Federal bankruptcy laws, or should any other proceeding be instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of Tenant’s debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or any Guarantor or for any substantial part of the property of Tenant or any Guarantor and such proceeding is not dismissed within one hundred eighty (180) days after institution thereof; or

(h) should Tenant or any Guarantor cause or institute any proceeding for its dissolution or termination; or

(i) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of (x) ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give notice to Landlord of the dispute but Tenant may defend in any suitable way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8 ); or

(j) should there occur any direct or indirect Change in Control of any or all of the Entities comprising Tenant or any Guarantor; or

(k) should a final unappealable determination be made by the applicable Government Agency that Tenant shall have failed to comply with applicable Medicare and/or Medicaid regulations in the operation of any Facility, as a result of which failure Tenant is declared ineligible to receive reimbursements under the Medicare and/or Medicaid programs for such Facility;

and all rights of Tenant under this Agreement with respect thereto shall cease. Landlord shall have and may exercise all rights and remedies available at law and in equity to Landlord as a result of Tenant’s breach of this Agreement.

12.2 Remedies . None of (a) the termination of this Agreement pursuant to Section 12.1 , (b) the repossession of the Leased Property, or any portion thereof, (c) the failure of Landlord to relet the Leased Property, or any portion thereof, nor (d) the reletting of all or any of portion of the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property, or terminated portion thereof, through and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term of this Agreement in the absence of such termination, and whether or not the Leased Property, or any portion thereof, shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent (Additional Rent to be reasonably calculated by Landlord based on historical Gross Revenues) and other charges which would be payable hereunder for the remainder of the Term had

such termination not occurred, less the net proceeds, if any, of any reletting of the Leased Property, or any portion thereof, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Agreement had not been so terminated with respect to such of the Leased Property.

advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for any failure to relet all or any portion of the Leased Property, or, in the event that the Leased Property is relet, for failure to collect the rent under such reletting. To the maximum extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Leased Property, by reason of the occurrence and continuation of an Event of Default hereunder.

12.3 Tenant’s Waiver . IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2 , TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12 , AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.

12.4 Application of Funds . Any payments received by Landlord under any of the provisions of this Agreement during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenant’s current and past due obligations under this Agreement in such order as Landlord may determine or as may be prescribed by the laws of the State. Any balance shall be paid to Tenant.

12.5 Landlord’s Right to Cure Tenant’s Default . If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Leased Property, or any portion thereof, for such purpose and take all such action thereon as, in Landlord’s sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law)

at the Overdue Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.

ARTICLE 13

HOLDING OVER

ARTICLE 14

LANDLORD DEFAULT

If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant,

setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22 .

ARTICLE 15

PURCHASE RIGHTS

ARTICLE 16

SUBLETTING AND ASSIGNMENT

16.1 Subletting and Assignment . Except as provided in Section 16.3 , Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property, or any portion thereof, or suffer or permit

this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting.

in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (d) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder.

16.2 Required Sublease Provisions . Any sublease of all or any portion of the Leased Property shall provide (a) that it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (b) that in the event of termination of this Agreement or reentry or dispossession of Tenant by Landlord under this Agreement, Landlord may, at its option, terminate such sublease or take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Facility Mortgagee, as holder of a mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one (1) month’s rent, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the applicable Property, or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant

any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant unless actually delivered to Landlord by Tenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (c) in the event that such subtenant receives a written Notice from Landlord or any Facility Mortgagee stating that an Event of Default has occurred and is continuing, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may direct. All rentals received from such subtenant by Landlord or the Facility Mortgagee, as the case may be, shall be credited against the amounts owing by Tenant under this Agreement and such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in form and substance reasonably satisfactory to Landlord, shall be delivered promptly to Landlord and (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof and (y) in the case of either an assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder.

The provisions of this Section 16.2 shall not be deemed a waiver of the provisions set forth in the first paragraph of Section 16.1 .

16.3 Permitted Sublease . Notwithstanding the foregoing, including, without limitation, Section 16.2 , but subject to the provisions of Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance after Notice to Landlord, (a) enter into third party residency agreements with respect to the units located at the Facilities, (b) sublease space at any Property for laundry, commissary or child care purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not reduce the number of units at any Facility, will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall

provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Facility Mortgagee may reasonably require, and (c) enter into one or more subleases with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof, provided Tenant gives Landlord Notice of the material terms and conditions thereof. Landlord and Tenant acknowledge and agree that if Tenant enters into one (1) or more subleases with Affiliated Persons of Tenant with respect to any Property, or any portion thereof, in accordance with the preceding clause (c), Tenant may allocate the rent and other charges with respect to the affected Property in any reasonable manner; provided , however , that such allocation shall not affect Tenant’s (nor any Guarantor’s) liability for the Rent and other obligations of Tenant under this Agreement; and, provided , further , that Tenant shall give Landlord prompt written notice of any allocation or reallocation of the rent and other charges with respect to the affected Property and, in any event, Tenant shall give Landlord written notice of the amount of such allocations at least ten (10) Business Days prior to the date that Landlord or Senior Housing Properties Trust is required to file any tax returns in any State where such affected Property is located.

16.4 Sublease Limitation . Anything contained in this Agreement to the contrary notwithstanding, Tenant shall not sublet the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee, any other formula such that any portion of such sublease rental would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or would otherwise disqualify Landlord for treatment as a real estate investment trust.

ARTICLE 17

ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS

17.1 Estoppel Certificates . At any time and from time to time, but not more than a reasonable number of times per year, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other an Officer’s Certificate certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that no Default or an Event of Default has occurred and is continuing

or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or mortgagee of the Leased Property, or any portion thereof, or the leasehold estate created hereby.

17.2 Financial Statements . Tenant shall furnish or cause Five Star to furnish, as applicable, the following statements to Landlord:

(a) within forty-five (45) days after each of the first three fiscal quarters of any Fiscal Year, the most recent Consolidated Financials, accompanied by a Financial Officer’s Certificate;

(b) within ninety (90) days after the end of each Fiscal Year, the most recent Consolidated Financials and financials of Tenant for such year, certified by an independent certified public accountant reasonably satisfactory to Landlord and accompanied by a Financial Officer’s Certificate;

(c) within forty-five (45) days after the end of each month, an unaudited operating statement and statement of capital expenditures prepared on a Facility by Facility basis and a combined basis, including occupancy percentages and average rate, accompanied by a Financial Officer’s Certificate;

(d) at any time and from time to time upon not less than twenty (20) days Notice from Landlord or such additional period as may be reasonable under the circumstances, any Consolidated Financials, Tenant financials or any other audited or unaudited financial reporting information required to be filed by Landlord with any securities and exchange commission, the SEC or any successor agency, or any other governmental authority, or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party, for purposes of compliance therewith; provided , however , that, except as to calculations pertaining to Gross Revenues, Tenant shall not be required to provide audited financials with respect to any individual Facility unless Landlord shall agree to pay for the cost thereof;

(e) promptly, after receipt or sending thereof, copies of all notices given or received by Tenant under any Management Agreement; and

(f) promptly, upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant and/or any Guarantor as Landlord reasonably may request from time to time.

17.3 General Operations . Tenant covenants and agrees to furnish to Landlord, promptly upon request of Landlord, copies of:

(a) all licenses authorizing Tenant or any Manager to operate any Facility for its Permitted Use;

(b) all Medicare and Medicaid certifications, together with provider agreements and all material correspondence relating thereto with respect to any Facility (excluding, however, correspondence which may be subject to any attorney client privilege);

(c) if required under Applicable Laws with respect to any Facility, a license for each individual employed as administrator with respect to such Facility;

(d) all reports of surveys, statements of deficiencies, plans of correction, and all material correspondence relating thereto, including, without limitation, all reports and material correspondence concerning compliance with or enforcement of licensure, Medicare/Medicaid, and accreditation requirements, including physical environment and Life Safety Code survey reports (excluding, however, correspondence which may be subject to any attorney client privilege); and

(e) with reasonable promptness, such other confirmation as to the licensure and Medicare and Medicaid participation of Tenant as Landlord may reasonably request from time to time.

ARTICLE 18

LANDLORD’S RIGHT TO INSPECT

ARTICLE 19

EASEMENTS

19.1 Grant of Easements . Provided no Event of Default has occurred and is continuing, Landlord will join in granting and, if necessary, modifying or abandoning such rights-of-way, easements and other interests as may be reasonably requested by Tenant for ingress and egress, and electric, telephone, gas, water, sewer and other utilities so long as:

(a) the instrument creating, modifying or abandoning any such easement, right-of-way or other interest is satisfactory to and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned);

(b) Landlord receives an Officer’s Certificate from Tenant stating (i) that such grant, modification or abandonment is not detrimental to the proper conduct of business on such Property, (ii) the consideration, if any, being paid for such grant, modification or abandonment (which consideration shall be paid by Tenant), (iii) that such grant, modification or abandonment does not impair the use or value of such Property for the Permitted Use, and (iv) that, for as long as this Agreement shall be in effect, Tenant will perform all obligations, if any, of Landlord under any such instrument; and

(c) Landlord receives evidence satisfactory to Landlord that the Manager has granted its consent to such grant, modification or abandonment in accordance with the

requirements of such Manager’s Management Agreement or that such consent is not required.

19.2 Exercise of Rights by Tenant . So long as no Event of Default has occurred and is continuing, Tenant shall have the right to exercise all rights of Landlord under the Easement Agreements and, in connection therewith, Landlord shall execute and promptly return to Tenant such documents as Tenant shall reasonably request. Tenant shall perform all obligations of Landlord under the Easement Agreements.

19.3 Permitted Encumbrances . Any agreements entered into in accordance with this Article 19 shall be deemed a Permitted Encumbrance.

ARTICLE 20

FACILITY MORTGAGES

20.1 Landlord May Grant Liens . Without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement (“ Encumbrance ”) upon the Leased Property, or any portion thereof, or interest therein, to secure any borrowing or other means of financing or refinancing, provided that any such Encumbrance shall comply with the provisions of Article 8 and Section 20.2 .

20.2 Subordination of Lease . This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any such subordination, however, shall be

subject to the provisions of, and conditioned upon receipt by Tenant of the nondisturbance agreement described in, the penultimate sentence of this Section 20.2 . Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called “ Superior Lease ” and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called “ Superior Landlord ” and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called “ Superior Mortgage ” and the holder, trustee or beneficiary of a Superior Mortgage or any successor in interest thereto is herein called “ Superior Mortgagee ”. Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this Section 20.2 , unless Tenant shall agree otherwise pursuant to any agreement between Tenant and such Superior Landlord or Superior Mortgagee, as applicable.

20.3 Notice to Mortgagee and Superior Landlord . Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Facility Mortgagee or Superior Landlord under a lease with Landlord, as ground lessee, which includes the Leased Property, or any portion thereof, as part of the demised premises and which complies with Section 20.1 (which Notice shall be accompanied by a copy of the applicable mortgage or lease), no Notice from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with respect to a Facility Mortgagee or Superior Landlord unless and until a copy of the same is given to such Facility Mortgagee or Superior Landlord at the address set forth in the above described Notice, and the curing of any of Landlord’s defaults within the applicable notice and cure periods set forth in Article 14 by such Facility Mortgagee or Superior Landlord shall be treated as performance by Landlord.

ARTICLE 21

ADDITIONAL COVENANTS OF TENANT

21.1 Prompt Payment of Indebtedness . Tenant shall (a) pay or cause to be paid when due all payments of principal of and premium and interest on Tenant’s Indebtedness for money borrowed and shall not permit or suffer any such Indebtedness to become or remain in default beyond any applicable grace or cure period, (b) pay or cause to be paid when due all lawful claims for labor and rents with respect to the Leased Property, (c) pay or cause to be paid when due all trade payables and (d) pay or cause to be paid when due all other of Tenant’s Indebtedness upon which it is or becomes obligated, except, in each case, other than that referred to in clause (a), to the extent payment is being contested in good faith by appropriate proceedings in accordance with Article 8 and if Tenant shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, if appropriate, or unless and until foreclosure, distraint sale or other similar proceedings shall have been commenced.

21.2 Conduct of Business . None of the Entities comprising Tenant shall engage in any business other than the leasing and operation of its Properties (including any incidental or ancillary business relating thereto) and the leasing and operation of the leased property under the Other Leases (including any incidental or ancillary business relating thereto). Each Entity comprising Tenant shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its corporate existence and its rights and licenses necessary to conduct such business.

21.3 Maintenance of Accounts and Records . Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under Section 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.

21.4 Notice of Litigation, Etc. Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.

21.5 Prohibited Transactions . Tenant shall not permit to exist or enter into any agreement or arrangement whereby it engages in a transaction of any kind with any Affiliated Person as to Tenant or any Guarantor, except on terms and conditions which are commercially reasonable.

21.6 Tax Regulatory Agreement . During the Term, Tenant shall (a) comply with all Facility Restrictions, Rental Restrictions, Low and Moderate Income Occupancy Requirements, Low and Moderate Income Units Requirements and Residency Agreement Provisions for Low and Moderate Income Units (as the foregoing terms are defined in the Tax Regulatory Agreement) contained in the Tax Regulatory Agreement (collectively, the “ Requirements ”) and (b) shall prepare, maintain on file for inspection by Landlord, and submit any and all reports, certifications, statements and information (the “ Reports ”) as are required under the Tax Regulatory Agreement. The Reports shall include, but are not limited to, the detailing of facts as the Authority (as defined in the Tax Regulatory Agreement) reasonably determines are sufficient to establish compliance with the restrictions contained in the Tax Regulatory Agreement, such as copies of completed Form 8703, Tenant Income Certifications, and certifications as to compliance with the terms of the Tax Regulatory Agreement, and shall include, but shall not be limited to, all certifications and reports of compliance with the Requirements required by the Authority.

Tenant shall submit the Reports at least five (5) days prior to the required submission date, and Tenant shall simultaneously provide Landlord with a copy of the Reports.

ARTICLE 22

ARBITRATION

22.1 Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Agreement or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

22.2 Selection of Arbitrators . There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within 15 days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

22.3 Location of Arbitration . The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

22.4 Scope of Discovery . There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

22.5 Arbitration Award . In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

22.6 Costs . Except to the extent expressly provided by this Agreement or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

22.7 Final Judgment . The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

22.8 Payment . Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.

The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the 30 th day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

ARTICLE 23

MISCELLANEOUS

23.1 Limitation on Payment of Rent . All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed the maximum permissible under Applicable Laws, the benefit of which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, ipso facto , the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.

23.2 No Waiver . No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

23.3 Remedies Cumulative . To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant, now or hereafter provided either in this Agreement or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers and remedies shall not preclude the

simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.

23.4 Severability . Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.

23.5 Acceptance of Surrender . No surrender to Landlord of this Agreement or of the Leased Property or any part thereof, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.

23.6 No Merger of Title . It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Agreement or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly this Agreement or the leasehold estate created hereby and the fee estate or ground landlord’s interest in the Leased Property.

23.7 Conveyance by Landlord . If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.

23.8 Quiet Enjoyment . Tenant shall peaceably and quietly have, hold and enjoy the Leased Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under Landlord, but subject to (a) any Encumbrance permitted under Article 20 or otherwise permitted to be created

by Landlord hereunder, (b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenant’s ability to operate any Facility and (d) liens that have been consented to in writing by Tenant. Except as otherwise provided in this Agreement, no failure by Landlord to comply with the foregoing covenant shall give Tenant any right to cancel or terminate this Agreement or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Agreement, or to fail to perform any other obligation of Tenant hereunder.

23.9 No Recordation . Neither Landlord nor Tenant shall record this Agreement.

23.10 Notices .

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c) All such notices shall be addressed,

if to Landlord:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]

if to Tenant to:

c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

23.11 Construction . Anything contained in this Agreement to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. In no event shall Landlord be liable for any consequential damages suffered by Tenant as the result of a breach of this Agreement by Landlord. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each term or provision of this Agreement to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the provisions of this Agreement. Except as otherwise set forth in this Agreement, any obligations of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Agreement. Each Entity comprising Tenant hereunder shall be jointly and severally

liable for the payment and performance of each and every obligation and liability of Tenant hereunder.

23.12 Counterparts; Headings . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Agreement are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.

23.13 Applicable Law, Etc. This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (a) where this Agreement is executed or delivered; or (b) where any payment or other performance required by this Agreement is made or required to be made; or (c) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (d) where any action or other proceeding is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than Massachusetts; or (g) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.

23.14 Right to Make Agreement . Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.

23.15 Attorneys’ Fees . If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

23.16 Nonliability of Trustees . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATIONS ”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

23.17 Original Leases . Landlord and Tenant acknowledge and agree that this Agreement amends and restates the Original Leases in their entirety with respect to the Leased Property as of the date of this Agreement and that this Agreement shall govern the rights and obligations of the parties with respect to the Leased Property from and after the date of this Agreement. Notwithstanding the foregoing, the Original Leases shall continue to govern the rights and obligations of the parties with respect to the Leased Property prior to the date of this Agreement.

IN WITNESS WHEREOF , the parties have executed this Agreement as a sealed instrument as of the date above first written.

	LANDLORD:

	SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SNH NS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SNH/LTA PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SPTIHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	SNH CHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

	SNH/LTA PROPERTIES GA LLC


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	CCOP SENIOR LIVING LLC


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


	TENANT:

	FIVE STAR QUALITY CARE TRUST


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President


	FIVE STAR QUALITY CARE - NS TENANT, LLC


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President


	FS TENANT HOLDING COMPANY TRUST


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

SCHEDULE 1

Schedule omitted.

EXHIBITS A-1 THROUGH A-25

LAND

Certain Schedules and Exhibits to this agreement have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.

Exhibit 10.12

AMENDED AND RESTATED GUARANTY AGREEMENT

( LEASE NO. 4 )

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “ Guaranty ”) is entered into as of August 4, 2009 by FIVE STAR QUALITY CARE, INC. , a Maryland corporation (“ Guarantor ”), for the benefit of CCOP SENIOR LIVING LLC , a Delaware limited liability company, SNH CHS PROPERTIES TRUST, a Maryland real estate investment trust, SNH NS PROPERTIES TRUST, a Maryland real estate investment trust, SNH SOMERFORD PROPERTIES TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES GA LLC , a Maryland limited liability company, SNH/LTA PROPERTIES TRUST , a Maryland real estate investment trust, and SPTIHS PROPERTIES TRUST , a Maryland real estate investment trust (collectively, “ Landlord ”).

W I T N E S S E T H :

WHEREAS, Guarantor and Landlord and certain affiliates of Landlord are parties to those certain Amended and Restated Guaranty Agreements, dated as of June 30, 2008 and July 1, 2008 (collectively, the “ Original Guarantees ”); and

WHEREAS, the Original Guarantees guarantee all of the payment and performance obligations of the tenants under those certain Amended and Restated Lease Agreements, dated as of June 30, 2008 and July 1, 2008, as further described in the Original Guarantees (collectively, the “ Original Leases ”); and

WHEREAS , this Guaranty amends and restates the Original Guarantees with respect to that certain Amended and Restated Lease Agreement, dated as of the date hereof, between Landlord and Five Star Quality Care — NS Tenant, LLC, a Maryland limited liability company, Five Star Quality Care Trust, a Maryland business trust and FS Tenant Holding Company Trust , a Maryland business trust (collectively, “ Tenant ”) (as the same may be

amended, modified or supplemented from time to time, the “ Amended Lease No. 4 ”);

1. Certain Terms . Capitalized terms used and not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the Amended Lease No. 4. The Amended Lease No. 4 and the Incidental Documents are hereinafter collectively referred to as the “ Amended Lease No. 4 Documents ”.

2. Guaranteed Obligations . For purposes of this Guaranty the term “ Guaranteed Obligations ” shall mean the payment and performance of each and every obligation of Tenant to Landlord under the Amended Lease No. 4 Documents or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Amended Lease No. 4.

3. Representations and Covenants . Guarantor represents, warrants, covenants, and agrees that:

3.1 Incorporation of Representations and Warranties . The representations and warranties of Tenant and its Affiliated Persons set forth in the Amended Lease No. 4 Documents are true and correct on and as of the date hereof in all material respects.

terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.

3.5 Notices . Guarantor shall promptly give notice to Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.

3.6 Reports . Guarantor shall promptly provide to Landlord each of the financial reports, certificates and other documents required of it under the Amended Lease No. 4 Documents.

between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential.

3.9 Legal Existence of Guarantor . Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

3.12 No Change in Control . Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

4. Guarantee . Guarantor hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to any Amended Lease No. 4 Document, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Amended Lease No. 4 Documents. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, Guarantor shall, in the case of monetary obligations, within five (5) Business Days after receipt of notice from Landlord, pay or cause to be paid to Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Amended Lease No. 4 Documents) or, in the case of non-monetary obligations, perform or cause to be performed such obligations in accordance with the Amended Lease No. 4 Documents.

6. Unenforceability of Guaranteed Obligations, Etc. If Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Amended Lease No. 4 Documents), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of any Transaction Document or any limitation on the liability of Tenant thereunder not contemplated by the Amended Lease No. 4 Documents or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Guaranty shall nevertheless remain in full force and effect and shall be binding upon Guarantor to the same extent as if Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.

8. Consents and Waivers, Etc. Guarantor hereby acknowledges receipt of correct and complete copies of each of the Amended Lease No. 4 Documents, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any principal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of this Guaranty and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or Event of Default under any of the Guaranteed Obligations or the Amended Lease No. 4 Documents, (d) notice of the terms, time and place of any private or public sale of any collateral held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Amended Lease No. 4 Documents, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the extent Guarantor lawfully may do so, any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Guaranty, or any of the Amended Lease No. 4 Documents or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Amended Lease No. 4 Documents).

Obligations or the Amended Lease No. 4 Documents or any indulgence in or the extension of the time for payment by Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Amended Lease No. 4 Documents or any other instrument or agreement relating to the Guaranteed Obligations or of the time for performance by Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by Landlord or any other holder of such Guaranteed Obligations to Tenant, Guarantor’s obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all of the assets of Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting Tenant or any other guarantor or any assets of Tenant or any such other guarantor, or the release or discharge of Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.

10. Reimbursement, Subrogation, Etc. Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against Tenant (or any other person against whom Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Amended Lease No. 4 Documents, and until all indebtedness of Tenant to Landlord shall have been paid in full, Guarantor shall not have any right of subrogation, and Guarantor waives any defense it may have based upon any election of remedies by Landlord which destroys its subrogation rights or its rights to proceed against Tenant for reimbursement, including, without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to Landlord. Until all obligations of Tenant pursuant to the Amended Lease No. 4 Documents shall have been paid and satisfied in full, Guarantor further waives any right to enforce any remedy which Landlord now has or may in the future have against Tenant, any other guarantor or any other person and any benefit

of, or any right to participate in, any security whatsoever now or in the future held by Landlord.

12. Notices .

if to Landlord to:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[ Telecopier No. (617) 796-8349]

if to Guarantor to:

Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

15. Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating

to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not

be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

23. Original Guarantees . Guarantor and Landlord acknowledge and agree that this Guaranty amends and restates the Original Guarantees in their entirety with respect to the Guaranteed Obligations and that this Guaranty shall govern the rights and obligations of Guarantor with respect to the Guaranteed Obligations from and after the date of this Guaranty. Notwithstanding the foregoing, the Original Guarantees shall continue to govern the rights and obligations of Guarantor with respect to the “Guaranteed Obligations” (as defined in the Original Guarantees) prior to the date of this Guaranty and nothing contained in this Guaranty shall operate to release Guarantor from any such rights or obligations.

[Remainder of page intentionally left blank.]

WITNESS the execution hereof under seal as of the date above first written.

	FIVE STAR QUALITY CARE, INC.


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS GUARANTY BY GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23 OF THIS GUARANTY.

	CCOP SENIOR LIVING LLC, SNH NS PROPERTIES TRUST, SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SNH/LTA PROPERTIES TRUST, SNH/LTA PROPERTIES GA LLC, and SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President of each of the foregoing entities

[SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTY AGREEMENT (LEASE NO. 4)]

Exhibit 10.13

EXECUTION COPY

Prepared by, and after recording return to:

David L. Dubrow, Esq.

Arent Fox LLP

1675 Broadway

New York, New York 10019

SUBORDINATION, ASSIGNMENT

AND SECURITY AGREEMENT

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

SUBORDINATION, ASSIGNMENT

AND SECURITY AGREEMENT

THIS SUBORDINATION, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2009 by and among (i) SNH FM Financing LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), (ii) Citibank, N.A., a national banking association (the “Lender”), (iii) FS Tenant Pool III Trust, a Maryland business trust (together with its successors and assigns, the “Operator”) and (iv) FVE FM Financing, Inc., a Maryland corporation (together with its successors and assigns, the “Master Tenant”).

Recitals

A. Borrower is the owner of a Seniors Housing Facility commonly known as Memorial Woods and located at 777 North Post Oak Road, Houston, TX 77024 (the “Mortgaged Property”). A legal description of the Mortgaged Property is attached hereto as Exhibit A.

B. Master Tenant is the tenant of the Mortgaged Property pursuant to that certain Amended and Restated Master Lease Agreement dated August 4, 2009 among SNH FM Financing LLC, SNH FM Financing Trust, Ellicott City Land I, LLC and Master Tenant (the “Master Lease”).

C. Operator is the operator of the Mortgaged Property pursuant to that certain Sublease Agreement between Operator and Master Tenant (the “Operating Lease”) and is the holder of all of the required Licenses required to operate the Mortgaged Property as a Seniors Housing Facility.

D. Lender has made a loan to Borrower and related parties in the amount of $512,934,000 (the “Loan”) pursuant to that certain Master Credit Facility Agreement by and between Borrower and Lender dated as of the date hereof (the “Master Agreement”). The Loan will be evidenced by the Note and will be secured by, among other things, a Multifamily Deed of Trust , Assignment of Rents, Security Agreement and Fixture Filing of even date herewith executed by the Borrower for the benefit of Lender, which will be recorded in the official records of Recorder’s Office of the County of Harris, Texas and assigned to Fannie Mae (the “Instrument”), which encumbers the Mortgaged Property.

E. Lender requires and each of Master Tenant and Operator is willing to subordinate its right, title and interest to and under the Master Lease and Operating Lease to the Instrument and to assign all Leases, Rents, Equipment, Inventory, Contracts and Accounts to Lender subject to recognition by Lender of Master Tenant’s and Operator’s rights under the Master Lease and the Operating Lease so long as there shall exist no Event of Default thereunder or hereunder.

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

F. Each of Master Tenant and Operator is willing to attorn to Lender upon an event of default by Borrower under the Loan Documents, to perform its obligations under the Master Lease and Operating Lease and this Agreement for Lender, or its successors and assigns in interest, and upon an Event of Default to permit Lender to terminate the Master Lease and Operating Lease without liability.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Borrower, Lender, Master Tenant and Operator agree as follows:

1. DEFINITIONS. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the Instrument. All terms used herein which are defined in the Uniform Commercial Code, as in effect from time to time in the jurisdiction in which the Mortgaged Property is located, shall have the same meanings when used herein. The following terms, when used in this Agreement, shall have the following meanings:

(a) “Accounts” means all money, funds, investment property, accounts, general intangibles, deposit accounts, chattel paper, documents, instruments, judgments, claims, settlements of claims, causes of action, refunds, rebates, reimbursements, reserves, deposits, subsidies, proceeds, products, rents and profits, now or hereafter arising, received or receivable, from or on account of Operator’s management and operation of the Mortgaged Property as a Seniors Housing Facility.

(b) “ CERCLA ” shall have the meaning as defined in Section 15(h) of this Agreement.

(c) “ Certificate of Operator ” means that certain Master Certificate of Operator dated as of the date hereof among FS Tenant Pool I Trust, a Maryland business trust, FS Tenant Pool II Trust, a Maryland business trust, FS Tenant Pool III Trust, a Maryland business trust, Five Star Quality Care-CA, LLC, a Delaware limited liability company, Five Star Quality Care-Savannah, LLC, a Delaware limited liability company, Five Star Quality Care-MD, LLC, a Delaware limited liability company, The Heartlands Retirement Community — Ellicott City I, Inc., a Maryland corporation, Five Star Quality Care-NC, LLC, a Delaware limited liability company, Morningside of Charlottesville, LLC, a Delaware limited liability company, Five Star Quality Care-VA, LLC, a Delaware limited liability company, Morningside of Bellgrade, Richmond, LLC, a Delaware limited liability company, Morningside of Newport News, LLC, a Delaware limited liability company, Five Star Quality Care-WI, LLC, a Delaware limited liability company, and FVE FM Financing, Inc., a Maryland corporation.

(d) “Contracts” means any contract or other agreement for the provision of goods or services at or otherwise in connection with the operation, use or management of the Mortgaged Property, including cash deposited to secure performance by parties of their obligations. “Contracts” shall also include any residency, occupancy, admission, and care agreements pertaining to residents of the Mortgaged Property.

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

(e) “Equipment” means all right, title and interest of Operator in and to all machinery, equipment, computer equipment (hardware and software), tools, furniture, furnishings, kitchen or restaurant supplies and facilities, office equipment, dining room supplies and facilities, medical supplies and facilities, appliances, supplies, books, records, fixtures, leasehold improvements, all tangible and intangible property, and goods now owned and hereafter acquired, in each case used in connection with the operation of the Mortgaged Property, together with all present and future parts, additions, accessories, replacements, attachments, accessions, replacement parts and substitutions therefor, and the proceeds thereof (cash and non-cash including insurance proceeds).

(f) “Event of Default” means (A) the occurrence of a breach by Operator or Master Tenant of any representation, warranty or covenant under this Agreement or the Operator Certificate or (B) any Event of Default by Operator under the Operating Lease or by the Master Tenant under the Master Lease provided, however, Master Tenant and Operator shall have the same time period (if any) as is provided Borrower in the Designated Loan Documents up to a maximum of 30 days to cure any breach of any Operating Covenant and shall have 30 days to cure the covenants set forth in Sections 4(e), 4(f), 4(g), 5(e) (except for subclause (4) therein), the second sentence of 14(t) or 15(h) of this Agreement before such breach becomes an Event of Default under this Agreement (the “ Cure Period ”); provided, further, however there shall be no Cure Period if Operator or Master Tenant was previously provided with notice and opportunity to cure under the Master Lease or Operating Lease and the Cure Period shall run concurrently with any cure period provided in the Master Agreement, the Master Lease or Operating Lease.

(g) “Event of Default has occurred and is continuing ” shall mean that an Event of Default has occurred which has not been cured to the satisfaction of Lender, provided however, that nothing shall be construed to require Lender to accept any cure, or grant any cure period not otherwise provided for in this Agreement under which such Event of Default may arise.

(h) “Healthcare Licenses” means all licenses necessary to operate the Seniors Housing Facility as an assisted living facility, skilled nursing facility, Alzheimer’s/dementia care facility, or independent living facility in the State of Texas.

(i) “Impositions” and “Imposition Deposits” shall have the meaning as defined in Section 7(a) of the Instrument.

(j) “Improvements” means the buildings, structures, improvements and alterations now constructed or at any time in the future constructed or placed upon the Land, including any future replacements and additions, which may now or hereafter constitute the Mortgaged Property.

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

(k) “Indebtedness” means the principal of, interest on and all other amounts due at any time under, the Note, the Master Agreement, the Instrument or any other Loan Documents, including prepayment premiums, late charges, and default interest.

(l) “ Instrument ” shall have the meaning as defined in Recital D above.

(m) “Inventory” means all right, title and interest of Operator in and to inventory of every type and description, now owned and hereafter acquired, including, without limitation, raw materials, work in process, finished goods, goods returned or repossessed or stopped in transit, goods used for demonstration, promotion, marketing or similar purposes, property in, on or with which any of the foregoing may be stored or maintained, all materials and supplies usable or used or consumed, in each case, at the Mortgaged Property, and all documents and documents of title relating to any of the foregoing, together with all present and future parts, additions, accessories, attachments, accessions, replacements, replacement parts and substitutions therefor or thereto in any form whatsoever.

(n) “Land” means the land described in Exhibit A.

(o) “Leases” means all present and future leases, subleases, licenses, concessions or grants or other possessory interests now or hereafter in force, whether oral or written, covering or affecting the Mortgaged Property or any portion of the Mortgaged Property (including proprietary leases or occupancy agreements if Master Tenant or Operator is a cooperative housing corporation), and all modifications, extensions or renewals thereof. The term “Leases” shall also include any residency, occupancy, admission, and care agreements pertaining to residents of the Mortgaged Property and shall also specifically include, without limitation, the Master Lease and Operating Lease.

(p) “Loan” shall have the meaning as defined in Recital D above.

(q) “Loan Documents” shall have the meaning set forth in the Master Agreement.

(r) “ Master Agreement ” shall have the meaning as defined in Recital D above.

(s) “Mortgaged Property” shall have the meaning as defined in Recital A above.

(t) “ Note ” means those certain Notes in the aggregate principal amount of $512,934,000 executed by Borrower in favor of Lender and other notes issued by Borrower pursuant to the Master Agreement and all schedules, riders, allonges and addenda, as such Note may be amended, supplemented or modified from time to time.

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

(u) “ Operating Covenants ” shall have the meaning as defined in Section 14(a) of this Agreement.

(v) “ Operating Lease ” shall have the meaning as defined in Recital C above and shall include any master lease, operating agreement, operating lease or similar document, between the Operator and Master Tenant, approved by Lender, under which control of the occupancy, use, operation, maintenance and administration of the Mortgaged Property as a Seniors Housing Facility has been granted to the Operator.

(w) “ Operating Lease Rent ” shall have the meaning as defined in Section 14(l) of this Agreement.

(x) “ Rents ” means all rents (whether from residential or non-residential space), revenues and other income of the Land or the Improvements, including subsidy payments received from any sources (including but not limited to payments under any Housing Assistance Payments Contract), parking fees, laundry and vending machine income and fees and charges for food, healthcare and other services provided at the Mortgaged Property, whether now due, past due, or to become due, resident and tenant security deposits, entrance fees, application fees, processing fees, community fees and any other amounts or fees deposited by any resident or tenant (whether forfeited or not) together with and including all proceeds from any private insurance for residents to cover rental charges and charges for services at or in connection with the Mortgaged Property, and the right to third party payments due for the rents or services of residents at the Mortgaged Property. Each of the foregoing shall be considered “Rents” for the purposes of the actions and rights set forth in Section 3 of this Agreement.

(y) “ Special Use Permit ” shall have the meaning as defined in Section 15(k) of this Agreement.

(z) “Taxes” shall have the meaning as defined in the Instrument.

(aa) “ UCC Collateral ” shall have the meaning as defined in Section 2(a) of this Agreement.

2. UNIFORM COMMERCIAL CODE SECURITY AGREEMENT.

(a) This Agreement is also a security agreement under the Uniform Commercial Code for any of the Contracts, Accounts, Equipment, Inventory, Leases and Rents of Operator which, under applicable law, may be subject to a security interest under the Uniform Commercial Code, whether acquired now or in the future and all products and cash and non-cash proceeds thereof (collectively, “UCC Collateral” ). Operator hereby assigns and grants to Lender a security interest in the UCC Collateral to secure all Obligations of the Operator under this Agreement and under the Operating Lease. Operator hereby authorizes Lender to file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Operator

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements that Lender may require. Without the prior written consent of Lender, Operator shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. Operator represents and warrants that Operator has delivered or has caused to be delivered to Lender copies, with filing information, of all of the UCC financing statements, including any amendments, naming Operator, as debtor, that pledge any of the Collateral under the Loan Documents or any UCC Collateral under this Agreement to any Person other than Lender, including but not limited to, all of the UCC financing statements naming Operator, as debtor, and Wachovia Bank, National Association, as secured party, in connection with that certain Credit and Security Agreement dated as of May 9, 2005, as the same has been amended (the “Operator UCC Amendments” ). Operator hereby authorizes Lender to file the Operator UCC Amendments with the appropriate Governmental Authority. Operator represents and warrants that Operator has entered into the Seventh Amendment to Credit and Security Agreement (the “Wachovia Agreement”) dated the date hereof with Wachovia Bank, National Association (“Wachovia”) wherein Wachovia released all of its Liens on certain property of Operator with respect to the Mortgaged Properties. Operator further represents and warrants that the property released by Wachovia pursuant to the Wachovia Agreement represents all of the property of Operator with respect to the Mortgaged Properties that had been pledged to Wachovia.

(b) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Agreement or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender’s other remedies.

(c) Upon an Event of Default, Lender or its designee may (in Lender’s sole discretion) terminate Operator’s authority to collect Accounts and notify the residents and account debtors that the Accounts have been assigned to Lender or of Lender’s security interest therein and, either in its own name or that of Operator or both, demand, collect (including, without limitation, through any lockbox arrangement prescribed by Lender), receive, receipt for, sue for or give acquittance for any or all amounts due or to become due in respect of the Accounts, and may also, in its discretion, file any claim, institute any proceeding or take any other action that Lender may deem necessary or appropriate to protect and realize upon the security interest of Lender in the Accounts. All of Lender’s collection expenses shall be charged to the Borrower’s account and added to the Indebtedness. If Lender is collecting the Accounts as above provided, Lender shall have the right to receive, endorse, assign and deliver in Lender’s name or Operator’s name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and Operator hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If Lender is collecting the Accounts directly as above provided, Operator hereby constitutes Lender or Lender’s designee as Operator’s attorney-in-fact with power with respect to the Accounts to: (1) endorse Operator’s name upon all notes, acceptances, checks, drafts, money orders or other evidences of payment that may come into

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

Lender’s possession; (2) notify the Post Office to change the address for delivery of mail addressed to Operator for the Mortgaged Property to such address as Lender may designate; and (3) receive, open, and dispose of all such mail addressed to Operator. Any amounts so received by Lender and not utilized to pay for operating expenses of any Mortgaged Property shall be applied against Operator’s obligations to Master Tenant under the Operating Lease and to Master Tenant’s obligations under the Master Lease.

(d) Upon an Event of Default, unless cured to Lender’s satisfaction, Lender may, without demand and without advertisement or notice, at any time or times, sell and deliver any or all Equipment or Inventory held by or for it at public or private sale, for cash, upon credit or otherwise, at such prices and upon such terms as Lender, in its sole discretion, deems advisable. Subject to the provisions of applicable law, Lender may postpone or cause the postponement of the sale of all or any portion of the Equipment or Inventory by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale has been postponed or Lender may further postpone such sale by announcement made at such time and place. Without in any way limiting the foregoing, Lender shall, following any Event of Default, unless cured to Lender’s satisfaction, have the right, in addition to all other rights provided herein or by law, to enter without legal process upon the Mortgaged Property (provided that such entry be done lawfully) for the purpose of taking possession of the Equipment or Inventory, and the right to maintain such possession on the Mortgaged Property or to remove the Equipment or Inventory or any part thereof to such other places as Lender may desire. Whether or not Lender exercises its right to take possession of the Equipment or Inventory, Operator shall, upon Lender’s demand, promptly assemble the Equipment or Inventory and make it available to Lender at the Mortgaged Property.

3. ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION.

(a) To the extent permitted by applicable law, Operator absolutely and unconditionally assigns and transfers to Lender Operator’s right, title and interest in all Rents. To the extent permitted by applicable law, it is the intention of Operator to establish a present, absolute and irrevocable transfer and assignment to Lender of Operator’s right, title and interest in all Rents and to authorize and empower Lender to collect and receive all Rents owed to Operator without the necessity of further action on the part of Operator. Promptly upon request by Lender, Operator agrees to execute and deliver further confirmation of such assignments as Lender may from time to time require. To the extent permitted by applicable law, Operator and Lender intend this assignment of Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. However, if this present, absolute and unconditional assignment of Rents is not enforceable by its terms under the laws of the Property Jurisdiction (as that term is defined in the Instrument), then it is the intention of Operator that in this circumstance this Agreement create and perfect a lien on Operator’s right, title and interest in all Rents in favor of Lender, which lien shall be effective as of the date of this Agreement and shall secure all obligations of Operator under this Agreement and under the Operating Lease.

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

(b) After the occurrence of an Event of Default, Operator authorizes Lender to collect, sue for and compromise Rents and directs each resident and tenant of the Mortgaged Property to pay all Rents to, or as directed by, Lender. However, until the occurrence of an Event of Default, Lender hereby grants to Operator a revocable license to collect and receive all Rents, to hold all Rents in trust for the benefit of Lender and subject to the terms of the Operating Lease, to apply all Rents to pay the current costs and expenses of managing, operating and maintaining the Mortgaged Property, including utilities, Taxes and insurance premiums (to the extent not included in Imposition Deposits), resident and tenant improvements and other capital expenditures and otherwise to apply such Rents and retain them as its sole property, all to the extent such Rents are attributable to periods during which an Event of Default has not occurred (each a “Nondefault Period”). Subject to the terms of the Operating Lease, Rents attributable to Nondefault Periods may be retained by Operator free and clear of, and released from, Lender’s rights with respect to Rents under this Agreement. From and after the occurrence of an Event of Default, and without the necessity of Lender entering upon and taking and maintaining control of the Mortgaged Property directly, or by a receiver, Operator’s license to collect Rents shall automatically terminate and Lender shall without notice be entitled to all Rents as they become due and payable, including Rents then due and unpaid. Operator shall pay to Lender upon demand all Rents to which Lender is entitled. At any time on or after the date of Lender’s demand for Rents, Lender may give, and Operator hereby irrevocably authorizes Lender to give, notice to all residents and tenants of the Mortgaged Property instructing them to pay all Rents to Lender. No resident or tenant shall be obligated to inquire further as to the occurrence or continuance of an Event of Default, and no resident or tenant shall be obligated to pay to Operator any amounts which are actually paid to Lender in response to such a notice. Any such notice by Lender shall be delivered to each resident and tenant personally, by mail or by delivering such demand to each rental unit. Operator shall not interfere with and shall cooperate with Lender’s collection of such Rents. After an Event of Default, Lender is further authorized to give notice to all third party payment payors (other than governmental entities) at Lender’s option, instructing them to pay all third party payments which would be otherwise paid to Operator to Lender, to the extent permitted by law.

(c) Operator represents and warrants to Lender that Operator has not executed any prior assignment of Rents or any such assignments have been terminated and Operator covenants and agrees that it will not perform any acts and has not executed, and shall not execute, any instrument which would prevent Lender from exercising its rights under this Section 3, and that at the time of execution of this Agreement there has been no anticipation or prepayment of any Rents for more than two months prior to the due dates of such Rents. Operator shall not collect or accept payment of any Rents more than two months prior to the due dates of such Rents.

(d) If an Event of Default has occurred and is continuing, Lender may, regardless of the adequacy of Lender’s security or the solvency of Operator and even in the absence of waste, to the extent permitted by applicable law, enter upon and take and maintain full control of the Mortgaged Property in order to perform all acts that Lender in its discretion

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

determines to be necessary or desirable for the operation and maintenance of the Mortgaged Property, including the execution, cancellation or modification of Leases, the collection of all Rents, the making of repairs to the Mortgaged Property and the execution or termination of Contracts and Leases providing for the management, operation or maintenance of the Mortgaged Property, for the purposes of enforcing the assignment of Rents pursuant to Section 3(a), protecting the Mortgaged Property or the security of this Agreement, or for such other purposes as Lender in its discretion may deem necessary or desirable. Alternatively, if an Event of Default has occurred and is continuing, regardless of the adequacy of Lender’s security, without regard to Operator’s solvency and without the necessity of giving prior notice (oral or written) to Operator, Lender may apply to any court having jurisdiction for the appointment of a receiver for the Mortgaged Property to take any or all of the actions set forth in the preceding sentence. If Lender elects to seek the appointment of a receiver for the Mortgaged Property at any time after an Event of Default has occurred and is continuing, Operator, by its execution of this Agreement, expressly consents to the appointment of such receiver, including the appointment of a receiver ex parte if permitted by applicable law. Lender or the receiver, as the case may be, shall be entitled to receive a reasonable fee for managing the Mortgaged Property. Immediately upon appointment of a receiver or immediately upon Lender’s entering upon and taking possession and control of the Mortgaged Property, Operator shall, to the extent permitted by applicable law, surrender possession of the Mortgaged Property to Lender or the receiver, as the case may be, and shall deliver to Lender or the receiver, as the case may be, all documents, records (including records on electronic or magnetic media), accounts, surveys, plans, and specifications relating to the Mortgaged Property and all security deposits and prepaid Rents. In the event Lender takes possession and control of the Mortgaged Property, Lender may exclude Operator and its representatives from the Mortgaged Property. Operator acknowledges and agrees that the exercise by Lender of any of the rights conferred under this Section 3 shall not be construed to make Lender a mortgagee-in-possession of the Mortgaged Property so long as Lender has not itself entered into actual possession of the Land and Improvements.

(e) To the extent permitted by applicable law, Master Tenant absolutely and unconditionally assigns and transfers to Lender Master Tenant’s right, title and interest in all Rents. To the extent permitted by applicable law, it is the intention of Master Tenant to establish a present, absolute and irrevocable transfer and assignment to Lender of Master Tenant’s right, title and interest in all Rents and to authorize and empower Lender to collect and receive all Rents owed to Master Tenant without the necessity of further action on the part of Master Tenant. Promptly upon request by Lender, Master Tenant agrees to execute and deliver further confirmation of such assignment as Lender may from time to time require. To the extent permitted by applicable law, Master Tenant and Lender intend this assignment of Rents to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. However, if this present, absolute and unconditional assignment of Rents is not enforceable by its terms under the laws of the Property Jurisdiction (as that term is defined in the Instrument), then it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on Master Tenants’ right, title and interest in all Rents in favor of Lender, which lien shall be effective as of the date of this Agreement and shall secure all obligations of Master Tenant under this Agreement and under the Master Lease.

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

(f) After the occurrence of an Event of Default, Master Tenant authorizes Lender to collect, sue for and compromise Rents and directs each resident and tenant of the Mortgaged Property to pay all Rents to, or as directed by, Lender. However, until the occurrence of an Event of Default, Lender hereby grants to Master Tenant a revocable license to collect and receive all Rents, to hold all Rents in trust for the benefit of Lender and subject to the terms of the Master Lease, to apply all Rents to pay the current costs and expenses of managing, operating and maintaining the Mortgaged Property, including utilities, Taxes and insurance premiums (to the extent not included in Imposition Deposits), resident and tenant improvements and other capital expenditures and otherwise to apply such Rents and retain them as its sole property, all to the extent such Rents are attributable to Nondefault Periods. Subject to the terms of the Master Lease, Rents attributable to Nondefault Periods may be retained by Master Tenant free and clear of, and released from, Lender’s rights with respect to Rents under this Agreement. From and after the occurrence of an Event of Default, and without the necessity of Lender entering upon and taking and maintaining control of the Mortgaged Property directly, or by a receiver, Master Tenant’s license to collect Rents shall automatically terminate and Lender shall without notice be entitled to all Rents as they become due and payable, including Rents then due and unpaid. Master Tenant shall pay to Lender upon demand all Rents to which Lender is entitled. At any time on or after the date of Lender’s demand for Rents, Lender may give, and Master Tenant hereby irrevocably authorizes Lender to give, notice to all residents and tenants of the Mortgaged Property instructing them to pay all Rents to Lender. No resident or tenant shall be obligated to inquire further as to the occurrence or continuance of an Event of Default, and no resident or tenant shall be obligated to pay to Master Tenant any amounts which are actually paid to Lender in response to such a notice. Any such notice by Lender shall be delivered to each resident and tenant personally, by mail or by delivering such demand to each rental unit. Master Tenant shall not interfere with and shall cooperate with Lender’s collection of such Rents. After an Event of Default, Lender is further authorized to give notice to all third party payment payors (other than governmental entities) at Lender’s option, instructing them to pay all third party payments which would be otherwise paid to Master Tenant to Lender, to the extent permitted by law.

(g) Master Tenant represents and warrants to Lender that Master Tenant has not executed any prior assignment of Rents or any such assignments have been terminated, and Master Tenant covenants and agrees that it will not perform any acts and has not executed, and shall not execute, any instrument which would prevent Lender from exercising its rights under this Section 3, and that at the time of execution of this Agreement there has been no anticipation or prepayment of any Rents for more than two months prior to the due dates of such Rents. Master Tenant shall not collect or accept payment of any Rents more than two months prior to the due dates of such Rents.

(h) If an Event of Default has occurred and is continuing, Lender may, regardless of the adequacy of Lender’s security or the solvency of Master Tenant and even in the absence of waste, to the extent permitted by applicable law, enter upon and take and maintain full control of the Mortgaged Property in order to perform all acts that Lender in its discretion determines to be necessary or desirable for the operation and maintenance of the Mortgaged Property, including the execution, cancellation or modification of Leases, the collection of all Rents, the making of repairs to the Mortgaged Property and the execution or termination of Contracts and Leases providing for the management, operation or maintenance of the Mortgaged

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

Property, for the purposes of enforcing the assignment of Rents pursuant to Section 3(a), protecting the Mortgaged Property or the security of this Agreement, or for such other purposes as Lender in its discretion may deem necessary or desirable. Alternatively, if an Event of Default has occurred and is continuing, regardless of the adequacy of Lender’s security, without regard to Master Tenant’s solvency and without the necessity of giving prior notice (oral or written) to Master Tenant, Lender may apply to any court having jurisdiction for the appointment of a receiver for the Mortgaged Property to take any or all of the actions set forth in the preceding sentence. If Lender elects to seek the appointment of a receiver for the Mortgaged Property at any time after an Event of Default has occurred and is continuing, Master Tenant, by its execution of this Agreement, expressly consents to the appointment of such receiver, including the appointment of a receiver ex parte if permitted by applicable law. Lender or the receiver, as the case may be, shall be entitled to receive a reasonable fee for managing the Mortgaged Property. Immediately upon appointment of a receiver or immediately upon Lender’s entering upon and taking possession and control of the Mortgaged Property, Master Tenant shall, to the extent permitted by applicable law, surrender possession of the Mortgaged Property to Lender or the receiver, as the case may be, and shall deliver to Lender or the receiver, as the case may be, all documents, records (including records on electronic or magnetic media), accounts, surveys, plans, and specifications relating to the Mortgaged Property and all security deposits and prepaid Rents. In the event Lender takes possession and control of the Mortgaged Property, Lender may exclude Master Tenant and its representatives from the Mortgaged Property. Master Tenant acknowledges and agrees that the exercise by Lender of any of the rights conferred under this Section 3 shall not be construed to make Lender a mortgagee-in-possession of the Mortgaged Property so long as Lender has not itself entered into actual possession of the Land and Improvements.

(i) If Lender enters the Mortgaged Property, Lender shall be liable to account only to Borrower, Operator and Master Tenant and only for those Rents actually received. Lender shall not be liable to Operator, Master Tenant, Borrower, anyone claiming under or through Master Tenant, Master Tenant or Borrower, or anyone having an interest in the Mortgaged Property, by reason of any act or omission of Lender under this Section 3, and Operator, Master Tenant and Borrower hereby release and discharge Lender from any such liability to the fullest extent permitted by law.

(j) If the Rents are not sufficient to meet the costs of taking control of and managing the Mortgaged Property and collecting the Rents following an Event of Default, any funds expended by Lender for such purposes shall become an additional part of the Indebtedness, as provided in Section 12 of the Instrument.

(k) Any entering upon and taking of control of the Mortgaged Property by Lender or the receiver, as the case may be, and any application of Rents as provided in this

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

Agreement shall not cure or waive any Event of Default or invalidate any other right or remedy of Lender under applicable law or provided for in this Agreement or in the Instrument.

(l) Any Rents received by Lender hereunder and not utilized to pay operating expenses of any Mortgaged Property shall be applied to Operator’s obligations to Master Tenant under the Operating Lease and to Master Tenant’s obligations to Borrower under the Master Lease.

4. ASSIGNMENT OF LEASES; LEASES AFFECTING THE MORTGAGED PROPERTY.

(a) To the extent permitted by applicable law, Operator absolutely and unconditionally assigns and transfers to Lender all of Operator’s right, title and interest in, to and under the Leases, including Operator’s right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. To the extent permitted by applicable law, it is the intention of Operator to establish a present, absolute and irrevocable transfer and assignment to Lender of all of Operator’s right, title and interest in, to and under the Leases. To the extent permitted by applicable law, Operator and Lender intend this assignment of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its terms under the laws of the Property Jurisdiction, then it is the intention of Operator that in this circumstance this Agreement create and perfect a lien on the Leases in favor of Lender, which lien shall be effective as of the date of this Agreement and shall secure all obligations of Operator under this Agreement and under the Operating Lease. Notwithstanding the foregoing or (b) below, Operator and Master Tenant may, except after the occurrence of any Event of Default, amend or modify the Operating Lease in a manner consistent with Section 8.21 of the Master Agreement, and Operator may terminate the Operating Lease in connection with a release of the Mortgaged Property pursuant to the terms and conditions of the Master Agreement.

(b) Until Lender gives notice to Operator of Lender’s exercise of its rights under this Section 4, Operator shall have all rights, power and authority granted to Operator under any Lease (except as otherwise limited by this Section or any other provision of this Agreement), including the right, power and authority to modify the terms of any Lease or extend or terminate any Lease, with the exception of the Operating Lease. If an Event of Default has occurred and is continuing and at the option of Lender, the permission given to Operator pursuant to the preceding sentence to exercise all rights, power and authority under Leases shall terminate. Operator shall comply with and observe Operator’s material obligations under all Leases, including Operator’s obligations pertaining to the maintenance and disposition of resident or tenant security deposits.

(c) Operator acknowledges and agrees that the exercise by Lender, either directly or by a receiver, of any of the rights conferred under this Section 4 shall not be construed to make Lender a mortgagee-in-possession of the Mortgaged Property so long as Lender has not itself entered into actual possession of the Land and the Improvements. The acceptance by

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

Lender of the assignment of the Leases pursuant to Section 4(a) shall not at any time or in any event obligate Lender to take any action under this Agreement or to expend any money or to incur any expenses. Lender shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Mortgaged Property. Prior to Lender’s actual entry into and taking possession of the Mortgaged Property, Lender shall not (i) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (ii) be obligated to appear in or defend any action or proceeding relating to the Lease or the Mortgaged Property; or (iii) be responsible for the operation, control, care, management or repair of the Mortgaged Property or any portion of the Mortgaged Property. The execution of this Agreement by Operator shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Mortgaged Property is and shall be that of Operator, prior to such actual entry and taking of possession.

(d) Upon delivery of notice by Lender to Operator of Lender’s exercise of Lender’s rights under this Section 4 at any time after the occurrence of an Event of Default, and without the necessity of Lender entering upon and taking and maintaining control of the Mortgaged Property directly, by a receiver, or by any other manner or proceeding permitted by the laws of the Property Jurisdiction, Lender immediately shall have, to the extent permitted by applicable law, all rights, powers and authority granted to Operator under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease.

(e) Operator shall, promptly upon Lender’s request, deliver to Lender an executed copy of each residential Lease then in effect. All Leases for residential dwelling units shall be on forms approved by Lender (with such changes thereto as shall be consistent with market practice), shall be on initial terms of at least one month and not more than two years, and shall not include options to purchase. Each Lease in effect as of the date hereof, shall be deemed to be on a form approved by Lender.

(f) Operator shall not lease any portion of the Mortgaged Property for non-residential use that is greater than one thousand five hundred (1,500) square feet or that will eliminate any type of services provided to residents, except with the prior written consent and approval of Lender with the exception of the Operating Lease which has previously been approved by Lender. Operator shall not modify the terms of, extend or terminate(except due to tenant default), any Lease for non-residential use (including any Lease in existence on the date of the Instrument) that is greater than one thousand five hundred (1,500) square feet or that results in the elimination of any type of services provided to residents, without the prior written consent of Lender except that Operator may, except after the occurrence of any Event of Default, modify, extend or terminate any Lease for which consent is not required and Operator and Master Tenant may, notwithstanding any provisions of this Agreement to the contrary, terminate the Operating Lease in connection with any release of the Mortgaged Property pursuant to the terms and conditions of the Master Agreement. Operator shall, without request by Lender, deliver an executed copy of each non-residential Lease to Lender promptly after such Lease is signed. All

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

non-residential Leases (including, without limitation, the Operating Lease) and renewals or extensions of existing Leases, shall specifically provide that (1) such Leases are subordinate to the lien of the Instrument (unless waived in writing by Lender); (2) the tenant shall attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the Mortgaged Property by any purchaser at a foreclosure sale or by Lender in any manner; (3) the tenant agrees to execute such further evidences of attornment as Lender or any purchaser at a foreclosure sale may from time to time request; (4) the Lease shall not be terminated by foreclosure or any other transfer of the Mortgaged Property; (5) after a foreclosure sale of the Mortgaged Property, Lender or any other purchaser at such foreclosure sale may, at Lender’s or such purchaser’s option, accept or terminate such Lease; and (6) the tenant shall, upon receipt after the occurrence of an Event of Default of a written request from Lender, pay all Rents payable under the Lease to Lender.

(g) Operator shall not receive or accept Rents under any Lease (whether residential or non-residential) for more than two months in advance.

(h) To the extent permitted by applicable law, Master Tenant absolutely and unconditionally assigns and transfers to Lender all of Master Tenant’s right, title and interest in, to and under the Leases, including Master Tenant’s right, power and authority to modify the terms of any such Lease, or extend or terminate (other than due to tenant default) any such Lease. To the extent permitted by applicable law, it is the intention of Master Tenant to establish a present, absolute and irrevocable transfer and assignment to Lender of all of Master Tenant’s right, title and interest in, to and under the Leases. To the extent permitted by applicable law, Master Tenant and Lender intend this assignment of the Leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. However, if this present, absolute and unconditional assignment of the Leases is not enforceable by its terms under the laws of the Property Jurisdiction, then it is the intention of Master Tenant that in this circumstance this Agreement create and perfect a lien on the Leases in favor of Lender, which lien shall be effective as of the date of this Agreement and shall secure all obligations of Master Tenant under this Agreement and under the Master Lease. Notwithstanding the foregoing, Borrower and Master Tenant may, except after the occurrence of any Event of Default, amend or modify the Master Lease in a manner consistent with Section 8.21 of the Master Agreement. Notwithstanding any provision of this Agreement to the contrary, the Master Lease may be amended in connection with any release of any Mortgaged Property pursuant to the terms of the Master Agreement.

(i) Until Lender gives notice to Master Tenant of Lender’s exercise of its rights under this Section 4, Master Tenant shall have all rights, power and authority granted to Master Tenant under any Lease (except as otherwise limited by this Section or any other provision of this Agreement), including the right, power and authority to modify the terms of any Lease or extend or terminate any Lease, with the exception of the Master Lease (which may be extended pursuant to its terms and may be modified as provided in Section 4(h) above). If an Event of Default has occurred and is continuing and at the option of Lender, the permission given to Master Tenant pursuant to the preceding sentence to exercise all rights, power and authority

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

under Leases shall terminate. Master Tenant shall comply with and observe Master Tenant’s material obligations under all Leases and shall cause Operator to comply with all obligations pertaining to the maintenance and disposition of resident or tenant security deposits.

(j) Master Tenant acknowledges and agrees that the exercise by Lender, either directly or by a receiver, of any of the rights conferred under this Section 4 shall not be construed to make Lender a mortgagee-in-possession of the Mortgaged Property so long as Lender has not itself entered into actual possession of the Land and the Improvements. The acceptance by Lender of the assignment of the Leases pursuant to Section 4(h) shall not at any time or in any event obligate Lender to take any action under this Agreement or to expend any money or to incur any expenses. Lender shall not be liable in any way for any injury or damage to person or property sustained by any person or persons, firm or corporation in or about the Mortgaged Property. Prior to Lender’s actual entry into and taking possession of the Mortgaged Property, Lender shall not (i) be obligated to perform any of the terms, covenants and conditions contained in any Lease (or otherwise have any obligation with respect to any Lease); (ii) be obligated to appear in or defend any action or proceeding relating to the Lease or the Mortgaged Property; or (iii) be responsible for the operation, control, care, management or repair of the Mortgaged Property or any portion of the Mortgaged Property. The execution of this Agreement by Master Tenant shall constitute conclusive evidence that all responsibility for the operation, control, care, management and repair of the Mortgaged Property is and shall be that of Master Tenant and Operator, prior to such actual entry and taking of possession.

(k) Upon delivery of notice by Lender to Master Tenant of Lender’s exercise of Lender’s rights under this Section 4 at any time after the occurrence of an Event of Default, and without the necessity of Lender entering upon and taking and maintaining control of the Mortgaged Property directly, by a receiver, or by any other manner or proceeding permitted by the laws of the Property Jurisdiction, Lender immediately shall have, to the extent permitted by applicable law, all rights, powers and authority granted to Master Tenant under any Lease, including the right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease.

5. ASSIGNMENT OF CONTRACTS; CONTRACTS AFFECTING THE MORTGAGED PROPERTY.

(a) Operator has entered into the Contracts identified on Exhibit A of the Certificate of Operator for the provision of goods or services, at or otherwise in connection with the operation, use or management of the Mortgaged Property. Operator may in the future enter into Contracts for the provision of additional goods or services at or otherwise in connection with the operation, use or management of the Mortgaged Property.

(b) To the extent permitted by applicable law, Operator absolutely and unconditionally assigns and transfers to Lender all of Operator’s right, title and interest in, to and under the Contracts, including Operator’s right, power and authority to modify the terms of, extend or terminate any such Contract. To the extent permitted by applicable law, it is the

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

intention of Operator to establish a present, absolute and irrevocable transfer and assignment to Lender of all of Operator’s right, title and interest in, to and under the Contracts. To the extent permitted by applicable law, Operator and Lender intend this assignment of the Contracts to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. However, if this present, absolute and unconditional assignment of the Contracts is not enforceable by its terms under the laws of the Property Jurisdiction, then it is the intention of Operator that in this circumstance this Agreement create and perfect a lien on the Contracts in favor of Lender, which lien shall be effective as of the date of this Agreement and shall secure all obligations under this Agreement and under the Operating Lease. The acceptance by Lender of this assignment of the Contracts shall not at any time or in any event obligate Lender to take any action under this Agreement or to expend any money or to incur any expenses.

(c) Until Lender gives notice to Operator of Lender’s exercise of its rights under this Section 5, Operator shall have all rights, power and authority granted to Operator under any Contract (except as otherwise limited by this Section or any other provision of this Agreement), including the right, power and authority to modify the terms of any Contract or extend or terminate any Contract. If an Event of Default has occurred and is continuing and at the option of Lender, the permission given to Operator pursuant to the preceding sentence to exercise all rights, power and authority under Contracts shall terminate.

(d) Upon Lender’s delivery of notice to Operator of an Event of Default, Lender shall immediately have all rights, powers and authority granted to Operator under any Contract, including the right, power and authority to modify the terms of, extend or terminate any such Contract.

(e) Except as set forth on the Disclosure Schedule, Operator hereby represents and warrants and agrees with Lender that: (1) the Contracts are assignable and no previous assignment of Operator’s interest in the Contracts has been made unless fully terminated; (2) the Contracts are in full force and effect in accordance with their respective terms and there are no material defaults thereunder; (3) Operator shall fully perform all of its material obligations under the Contracts, (4) Operator agrees not to assign, sell, pledge, transfer, mortgage or otherwise encumber its interests in any of the Contracts so long as this Agreement is in effect, or consent to any transfer, assignment or other disposition thereof without the written approval of Lender; and (5) each Contract entered into by Operator subsequent to the date hereof, the average annual consideration of which, directly or indirectly, is at least $20,000, shall provide: (i) that it shall be terminable for cause; and (ii) that it shall be terminable, at Lender’s option, upon the occurrence of an Event of Default.

6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Each of Borrower, Master Tenant and Operator represent and warrant to Lender that (i) after the Loan is made and while the Indebtedness is outstanding, the representing party will have sufficient working capital, including cash flow from the Mortgaged Property or other assets, to adequately own and/or maintain the Mortgaged Property and pay all outstanding debts, (ii) the Operating

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

Lease is unmodified and is in full force and effect and the Master Lease is unmodified and in full force and effect, (iii) each of the Master Lease and the Operating Lease is a valid and binding agreement enforceable against the parties in accordance with its terms, and (iv) the representing party is not in default in performing any of its obligations under the Master Lease or the Operating Lease. Each of Master Tenant and Operator further represents and warrants to Lender that (A) it is duly organized and validly existing and its partner or member is a duly organized and validly existing limited liability company, limited partnership, corporation, or business trust, to the extent such partner, shareholder or member is an entity rather than an individual; (B) it has the requisite power and authority to operate or manage the Mortgaged Property (with respect to Operator only) and to carry on its business as now conducted and as contemplated to be conducted in connection with the performance of its obligations under this Agreement; and (C) the execution, delivery and performance of the Master Lease, Operating Lease and this Agreement have been duly authorized by all necessary action and proceedings by or on behalf of Master Tenant and Operator, and no further approvals or filings of any kind, including any approval of or filing with any governmental authority, are required by or on behalf of Operator or Master Tenant as a condition to the valid execution, delivery and performance by Operator or Master Tenant of the Operating Lease, the Master Lease and this Agreement.

7. BORROWER COVENANTS . Except as permitted pursuant to the Loan Documents, Borrower hereby covenants with Lender that during the term of this Agreement: (a) Borrower shall not transfer or suffer or permit the transfer of the responsibility for the operation and management of the Mortgaged Property from Operator to any other person or entity without the prior written consent of Lender; (b) Borrower shall not terminate or amend any of the terms or provisions of the Master Lease and shall not suffer or permit the termination or any amendment to the Operating Lease nor shall Borrower assign its rights under the Master Lease or permit or allow any assignment of rights by Operator or Master Tenant under the Master Lease or Operating Lease, without the prior written consent of Lender; (c) within 5 days of Borrower’s receipt, Borrower shall give Lender written notice of any notice or information that Borrower receives which indicates that either Borrower or Master Tenant is in default under the terms of the Master Lease or Master Tenant or Operator is in default under the terms of the Operating Lease, Operator is terminating the Operating Lease or that Operator is otherwise discontinuing its operation and management of the Mortgaged Property; and (d) Borrower agrees that after Borrower receives notice (or otherwise has actual knowledge) of an Event of Default under the Instrument, it will not make any payment of fees under or pursuant to the Master Lease without Lender’s prior written consent.

8. EVENT OF DEFAULT . Upon receipt by Master Tenant or Operator of written notice from Lender that an Event of Default has occurred, Lender shall have the right to exercise all rights as owner of the Mortgaged Property under the Master Lease. After the occurrence of an Event of Default, Master Tenant shall pay to Lender directly all Rent and other sums due under the Operating Lease and Operator shall pay to Lender directly all Rent and other sums due under the Operating Lease. After the occurrence of an Event of Default, Lender shall be entitled to mandate the use of a lockbox bank account or other depositary account, to be maintained under the control and supervision of Lender, for all income of the Mortgaged Property, including but

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

not limited to Rents, service charges, insurance payments and third party payments. Borrower, Master Tenant and Operator hereby agree that upon the occurrence of an Event of Default and at the option of Lender, Operator shall continue to provide all necessary services required under any applicable licensing or regulatory requirements and shall fully cooperate with Lender and any receiver as may be appointed by a court, in performing these services until such time as Lender has arranged for a replacement operator, and in arranging an orderly transition to a replacement operator, manager or provider of the necessary services subject to payment to Operator of a reasonable compensation for such services. In connection with such transition to a replacement operator, Borrower, Master Tenant and Operator agree to cooperate with Lender in arranging an orderly transfer to a replacement operator of all Licenses and governmental approvals necessary or reasonably required to operate the Mortgaged Property as a Seniors Housing Facility, and to execute promptly all applications, assignments, consents and documents requested by Lender to facilitate such transition.

9. NON-DISTURBANCE. In the event Lender takes possession of Borrower’s interest in the Mortgaged Property, as mortgagee-in-possession or otherwise, or forecloses the Instrument or otherwise causes Borrower’s interest in the Mortgaged Property to be sold pursuant to the Instrument or exercises any other right or remedy available under the Instrument or this Agreement, Lender agrees not to affect, terminate or disturb Master Tenant’s or Operator’s right to quiet enjoyment and possession of the Mortgaged Property under the terms of the Master Lease and Operating Lease, or any of Master Tenant’s rights under the Master Lease or Operator’s rights under the Operating Lease, and to recognize all of Master Tenant’s other rights under the Master Lease and all of Operator’s other rights under the Operating Lease, so long as there is no Event of Default.

In the event that Lender succeeds to the interest of the Borrower’s fee title to the Mortgaged Property and as landlord under the Master Lease, (hereinafter collectively referred to in this paragraph as “Successor Landlord”), Lender and Master Tenant hereby agree to recognize one another as landlord and tenant, respectively, under the Master Lease, and to be bound to one another under all of the terms, covenants and conditions of the Master Lease. Accordingly, from and after such event, Successor Landlord and Master Tenant shall have the same remedies against each other for the breach of an agreement contained in the Master Lease as Master Tenant and Borrower, had before Successor Landlord succeeded to the interest of the Borrower, provided, however, that Successor Landlord shall not be:

a. liable for any act or omission of any prior landlord; or

b. subject to any offsets or defenses that Master Tenant might have against any prior landlord; or

c. bound by any rent or additional rent that Master Tenant might have paid for more than one month in advance to any prior landlord; or

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

d. bound by any amendment or modification of the Master Lease or the Operating Lease made after the date of this Assignment without Lender’s prior written consent; or

e. liable for return of any security deposit or reserve to the extent not made available to Lender as successive landlord succeeding Master Tenant and/or Borrower and becoming the Successor Landlord.

Notwithstanding any of the foregoing to the contrary, while an “Event of Default” under the Instrument has occurred, (a) Lender shall have the right to exercise all rights as owner of the Mortgaged Property under the Master Lease and (b) Operator shall pay to Lender directly all Rent and other sums due to Master Tenant under the Operating Lease which amounts shall be credited as set forth in Section 3 of this Agreement.

10. TURNOVER OF BOOKS AND RECORDS. On the effective date of termination of the Operating Lease and/or the Master Lease, Operator and Master Tenant, as applicable, shall turn over to Lender all books and records relating to the Mortgaged Property and the residents and tenants (copies of which may be retained by Operator or Master Tenant, at their expense), together with such authorizations and letters of direction addressed to residents, tenants, suppliers, employees, banks and other parties as Lender may reasonably require. Operator and Master Tenant shall cooperate with Lender in the transfer of operating and management responsibilities to Lender, any receiver, or their designees. A final accounting of unpaid fees (if any) due to Operator under the Operating Lease and due to Master Tenant under the Master Lease, shall be made within 60 days after the effective date of termination, but Lender shall not have any liability or obligation to Operator or Master Tenant for unpaid fees or other amounts payable under the Operating Lease or Master Lease, as applicable, which accrue before Lender acquires title to the Mortgaged Property, or before Lender becomes a mortgagee in possession.

11. NOTICE. Operator’s and Master Tenant’s address for Notice is c/o Five Star Quality Care, Inc., 400 Centre Street, Newton, Massachusetts 02458. Borrower’s address for notice is c/o Senior Housing Properties Trust, 400 Centre Street, Newton, Massachusetts 02458. Lender’s addresses for notice are 325 E. Hillcrest Drive, Suite 160, Thousand Oaks, CA 91360, Attn: Asset Management and 390 Greenwich St., 2 nd Floor, New York, New York 10014, Attn: Middle Office. All notices to be given hereunder shall be given to all parties and in the same manner as notices to Borrower pursuant to the notice provisions contained in the Master Agreement.

12. NO ASSUMPTION OF OBLIGATIONS. The Borrower, Master Tenant and Operator, by executing this Agreement, agree that Lender does not assume any obligations or duties of the Borrower, Master Tenant and Operator concerning the Operating Lease or Master Lease, as applicable, until and unless Lender shall exercise its rights hereunder.

13. POWER OF ATTORNEY. During an Event of Default, Borrower, Master Tenant and Operator hereby irrevocably constitute and appoint Lender as Borrower’s, Master Tenant’s and

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

Operator’s attorney-in-fact to demand, receive and enforce their rights with respect to the provisions set forth in this Agreement, to give appropriate receipts, releases and satisfactions for and on Borrower’s, Master Tenant’s and Operator’s behalf and to do any and all acts in Borrower’s, Master Tenant’s or Operator’s names or in the name of Lender with the same force and effect as Borrower, Master Tenant or Operator could do if this Agreement had not been made. The foregoing appointment shall be deemed to be coupled with an interest and irrevocable.

14. OPERATOR AND MASTER TENANT REPRESENTATIONS AND OBLIGATIONS. Operator and Master Tenant, as applicable, represent, warrant and agree to the following:

(a) Each of Operator and Master Tenant will use its best efforts to cooperate with Lender, including attendance at any meetings requested by Lender (after reasonable prior notice), allowing Lender to undertake inspections of the Mortgaged Property and furnishing financial statements of Master Tenant and Operator and operating statements for the Mortgaged Property. As soon as available, and in any event within ninety (90) days after the close of its fiscal year during the Term of this Agreement, Five Star Quality Car Inc.’s Chief Financial Officer will provide to Lender, a letter as of January 1 of each year, to the effect that such officer has reviewed the records and systems of the Operator, Master Tenant and Five Star Quality Car Inc. and that each of Operator and Master Tenant is in compliance with subsections (v), (vi) and (xvi) of the Single- Purpose requirements (as set forth in the definition of Single-Purpose herein) (the “Compliance Letter”). If Five Star Quality Car Inc. is no longer a publicly traded entity, such Compliance Letter will be provided by Operator, Master Tenant and Five Star Quality Car Inc.’s independent certified public accounting firm or any other nationally recognized accounting firm and such Compliance Letter will be based upon agreed upon procedures satisfactory to Lender. In addition both Master Tenant and Operator acknowledge that each has received from Borrower and reviewed a fully executed copy of the Instrument, the Master Completion/Repair and Security Agreement, Master Replacement Reserve and Security Agreement, the Expansion Security Agreement, if any and Master Agreement (the “Designated Loan Documents) and covenants therein. Each of Operator and Master Tenant agrees to comply with all provisions and covenants in the Designated Loan Documents applicable to the use, repair and operation of the Mortgaged Property (the “Operating Covenants”), including without limitation, arranging for the escrow of Taxes and insurance with Lender and, if necessary, providing insurance coverage in accordance with Lender’s requirements and assigning contracts relating to repairs. In the event Master Tenant or Operator fails to so use, repair and operate the Mortgaged Property, Lender shall have the right to enforce the Operating Covenants directly against Master Tenant and Operator upon Borrower’s failure to do so, in accordance with the provisions of the Instrument and this Agreement. An Event of Default by Master Tenant under this Agreement shall constitute an event of default by it under the Master Lease and an Event of Default by Operator under this Agreement shall constitute an event of default by it under the Operating Lease. Any Event of Default under this Agreement shall be an Event of Default under the Loan Documents. Master Tenant agrees to comply with all of its obligations under the Master Lease and Operator agrees to comply with all of its obligations under the Operating Lease, in each case, pertaining to its payment and performance of any repairs and capital improvements at the Mortgaged Property;

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

(b) the Operating Lease and Master Lease are and shall be subordinate in all respects to the liens, terms, covenants and conditions of the Instrument and the other Loan Documents, and to all renewals, modifications, consolidations, replacements and extensions thereof, and to all advances heretofore made or which may hereafter be made pursuant to the Instrument (including all sums advanced for the purposes of (x) protecting or further securing the lien of the Instrument, curing defaults by Borrower under the Loan Documents or for any other purposes expressly permitted by the Instrument, or (y) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property), all subject to the provisions of Section 9 hereof;

(c) Any fees payable to Operator by Master Tenant pursuant to the Operating Lease and to Master Tenant by Borrower pursuant to the Master Lease are and shall be subordinated in right of payment to the prior payment in full of monthly debt service and funding of escrows and reserves as required under the Loan Documents, and the payment of all operating expenses and capital expenditures incurred in connection with the operation and management of the Mortgaged Property;

(d) if, by reason of its exercise of any other right or remedy under the Operating Lease or Master Lease, Operator or Master Tenant acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this subsection) would be senior to the lien of the Instrument, then, in that event, such lien shall be subject and subordinate to the lien of the Instrument;

(e) until Operator, Master Tenant or Borrower receives notice (or otherwise acquires actual knowledge) of an Event of Default, Operator shall be entitled to retain for its own account all payments made under or pursuant to the Operating Lease and Master Tenant shall be entitled to retain for its own account all payments made under or pursuant to the Master Lease, subject to the terms of this Agreement;

(f) after Operator, Master Tenant or Borrower receives notice (or otherwise acquires actual knowledge) of an Event of Default, Operator will not accept or retain any payment of fees under or pursuant to the Operating Lease, and Master Tenant will not accept or retain any payment of fees under or pursuant to the Master Lease without Lender’s prior written consent;

(g) if, after Operator, Master Tenant or Borrower receives notice (or otherwise acquires actual knowledge) of an Event of Default, Operator receives any payment of fees under the Operating Lease or Master Tenant receives any payment of fees under the Master Lease other than from Lender, or if either party receives any other payment or distribution of any kind from Borrower or from any other person or entity other than from Lender in connection with the Operating Lease which Master Tenant or Operator is not permitted by this Agreement to retain for its own account, such payment or other distribution will be received and held in trust for Lender and unless Lender otherwise notifies Master Tenant or Operator, will be promptly remitted, in cash or readily available funds, to Lender, properly endorsed to Lender, to be applied to the principal of,

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

interest on and other amounts due under the Loan Documents in such order and in such manner as Lender shall determine in its sole and absolute discretion. Each of Master Tenant and Operator hereby irrevocably designates, makes, constitutes and appoints Lender (and all persons or entities designated by Lender) as its true and lawful attorney in fact with power to endorse its name upon any checks representing payments referred to in this subsection;

(h) during the term of this Agreement, neither Master Tenant nor Operator will commence, or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings with respect to Borrower, without Lender’s prior written consent, and neither Master Tenant nor Operator has filed or is subject to any filing for bankruptcy or reorganization under any applicable bankruptcy or insolvency laws;

(i) Operator and Master Tenant will deliver to Lender at the address indicated above and at the same time as such notice is given to Master Tenant or Borrower, any notice of default under the Operating Lease or Master Lease as applicable;

(j) Operator will not assign any interest now or hereafter created by the Operating Lease without Lender’s prior written approval;

(k) Master Tenant will not assign any interest now or hereafter created by the Master Lease without Lender’s prior written approval;

(l) Operator will not seek to terminate the Operating Lease by reason of any default of Master Tenant without prior written notice thereof to Lender and the lapse thereafter of such time as under the Operating Lease was offered to Master Tenant in which to remedy the default, and the lapse of 30 days after the expiration of such time as Master Tenant was permitted to cure such default; provided, however, that with respect to any default of Master Tenant under the Operating Lease which cannot be remedied within such time, if Lender commences to cure such default within such time and thereafter diligently proceeds with such efforts and pursues the same to completion, Lender shall have such time as is reasonably necessary to complete curing such default. Notwithstanding the foregoing, in the event either Lender or Master Tenant do not cure or commence curing such default within the time provided to Borrower under the Operating Lease and the nature of the default threatens Operator’s ability to conduct its daily business or threatens to materially or adversely damage its property located on the Mortgaged Property, Operator shall be permitted to exercise its rights under the Operating Lease;

(m) Master Tenant will not seek to terminate the Master Lease by reason of any default of Borrower without prior written notice thereof to Lender and the lapse thereafter of such time as under the Master Lease was offered to Borrower in which to remedy the default, and the lapse of 30 days after the expiration of such time as Borrower was permitted to cure such default; provided, however, that with respect to any default of Borrower under the Master Lease which cannot be remedied within such time, if Lender commences to cure such default within such time and thereafter diligently proceeds with such efforts and pursues the same to completion, Lender shall have such time as is reasonably necessary to complete curing such default. Notwithstanding

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

the foregoing, in the event either Lender or Borrower do not cure or commence curing such default within the time provided to Borrower under the Master Lease and the nature of the default threatens Master Tenant’s ability to conduct its daily business or threatens to materially or adversely damage its property located on the Mortgaged Property, Master Tenant shall be permitted to exercise its rights under the Master Lease;

(n) Operator will not pay any rent, fees or other sums due or to become due under the Operating Lease (“Operating Lease Rent”) more than 30 days in advance of the date on which the same are due or to become due under the Operating Lease; and

(o) Operator will certify promptly in writing to Lender in connection with any proposed assignment of the Instrument, whether or not any default on the part of Master Tenant then exists under the Operating Lease, and will execute such estoppel certificates and, subject to the provisions of Section 9 hereof, subordination agreements as Lender shall reasonably require.

(p) Master Tenant will certify promptly in writing to Lender in connection with any proposed assignment of the Instrument, whether or not any default on the part of Operator then exists under the Operating Lease, and will execute such estoppel certificates, and subject to the provisions of Section 9 hereof, and subordination agreements as Lender shall reasonably require.

(q) Within twelve (12) months of the date hereof, Operator shall transfer its Licenses and all Licenses relating to the operation of the Mortgaged Property to a Single-Purpose entity wholly owned, directly or indirectly, by Five Star Quality Care Inc. or cause the Licenses to be reissued or issued to such Single Purpose entity. The Organizational Documents of each Single Purpose Entity shall be in form and content satisfactory to Lender. Such Single-Purpose entity will (i) become the tenant under the Operating Lease by assuming all obligations of Operator under the Operating Lease (notwithstanding any prohibition on assignment contained in this Agreement or any Loan Documents to the contrary), (ii) become an Operator under the Master Agreement, (iii) become a party to this Agreement by assuming all of the obligations and liabilities (as it relates to the Mortgaged Property and this Agreement) of the existing Operator under this Agreement, (iv) hold in its name all Licenses pertaining to the operation of the Mortgaged Property which are required to be held in the Operator’s name under Applicable Law and (v) cooperate with Lender in effectuating these transactions including by delivery of customary corporate legal opinions satisfactory to lender and by cooperating in the perfection of the UCC Collateral. Upon the complete transfer and assumption of all obligations in connection with this Agreement to the Single-Purpose entity Operator, the previous Operator will be released of its obligations under this Agreement.

(r) In the event that Five Star Quality Care Inc. is no longer a publicly traded company, Operator and Master Tenant shall cause Five Star Quality Care Inc. to promptly furnish annual financial statements to Lender upon request.

(s) Five Star Quality Care, Inc. is the parent of the Operator and has developed a system-wide set of policies and procedures for the purpose of complying with the Health Insurance

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

Portability and Accountability Act of 1996 and the regulations promulgated thereunder (collectively, “HIPAA”) including those policies, procedures and related templates listed on Schedule 11 of the Disclosure Schedule (the “HIPAA Compliance Program”). Five Star Quality Care, Inc. requires Operator whether or not it constitutes a “Covered Entity” as defined under HIPAA to implement the HIPAA Compliance Program. Five Star Quality Care, Inc. and Operator have implemented a HIPAA Compliance Program, have designated a privacy officer and have otherwise materially complied with all HIPAA privacy, and security requirements, as well as those billing requirements related to transaction and code set standards.

(t) Five Star Quality Care, Inc. will continue to require Operator to treat itself as a “Covered Entity” under HIPAA and Operator will continue to implement a HIPAA Compliance Program unless and until Operator delivers a legal opinion satisfactory to Lender to the effect that Operator (i) is not a “Covered Entity” under HIPAA or (ii) will be in compliance with HIPAA. Five Star Quality Care, Inc. and Operator will continue to designate a privacy officer and comply in all material respects with HIPAA privacy, and security requirements, as well as those billing requirements related to transaction and code set standards unless and until Operator delivers a legal opinion satisfactory to Lender to the effect that Operator (i) is not a “Covered Entity” under HIPAA or (ii) will be in compliance with HIPAA.

(u) Operator has sent a formal request or caused to be sent a formal request directing the appropriate governmental authority not to send Medicare or Medicaid payments relating to services provided at any Mortgaged Property to the account to which it has previously been sent but rather to a new account in which no Person has a security interest, pledge or lien. Operator has established or caused to be established a new account into which revenues collected from the Mortgaged Property will be deposited together with the revenues collected by other Operators at other Mortgaged Properties. Operator will use commercially reasonable efforts to not permit its own funds to be deposited into any account in which any Person has a security interest, pledge or lien.

15. OPERATOR CERTIFICATIONS. Operator certifies as follows:

(a) Operator has unconditionally accepted delivery of the Mortgaged Property pursuant to the terms of the Operating Lease and is operating the Mortgaged Property as a Seniors Housing Facility;

(b) The Operating Lease does not provide for free Operating Lease Rent, partial Operating Lease Rent, Operating Lease Rent concessions of any kind, for the advance payment of Operating Lease Rent other than as set forth in Section 14(n) above, Operating Lease Rent abatement or offsetting of Operating Lease Rent and no Operating Lease Rent has been paid for more than 30 days in advance;

(c) Operator has fully inspected the Mortgaged Property and found the same to be as required by the Operating Lease in good order and repair, and all conditions and duties of an inducement nature under the Operating Lease to be performed by the Borrower have been satisfied,

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

including but not limited to payment to Operator of any Borrower contributions for improvements, completion by Borrower of the construction of any improvements to be constructed by the Borrower, and payment to Operator of any consulting fees;

(d) the primary term of the Operating Lease commenced on the date hereof and continues until the expiration or earlier termination of the Master Lease with respect to the Mortgaged Property. Operator has no rights or options of purchase or first refusal under the Operating Lease or with respect to the Mortgaged Property or any part thereof;

(e) payment of monthly rent commences on September 1, 2009;

(f) as of the date of this Agreement, to the best of Operator’s knowledge, neither the Master Tenant nor Operator is in default under any of the terms, conditions, provisions or agreements of the Operating Lease and Operator has no offsets, claims or defenses against the Master Tenant with respect to the Operating Lease;

(g) Operator has not paid a security or other deposit to Master Tenant, pursuant to the terms of the Operating Lease;

(h) Operator does not, has not and will not use the Mortgaged Property for the storage, treatment, manufacturing, generation, disposal or release into the environment of any petroleum product or substance which is classified as a hazardous substance, pollutant or contaminant under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) or other applicable federal, state and local laws and regulations except (i) in compliance with applicable laws, and (ii) for the safe and lawful use and storage of quantities of supplies, cleaning materials and petroleum products customarily used in the operation and maintenance of comparable Senior Housing Facilities;

(i) Operator shall not look to Lender, any mortgagee in possession, or successor in title to the Mortgaged Property for accountability for any security deposit or other deposit held by Master Tenant or Borrower;

(j) Operator currently holds the Licenses identified on Exhibit B of the Certificate of Operator with regard to the Mortgaged Property, and is unaware of any other Licenses required to lawfully operate the Mortgaged Property as an assisted living facility, skilled nursing facility, Alzheimer’s/dementia care units and independent living units . Except as disclosed on Exhibit B of the Certificate of Operator, each of the items listed on Exhibit B of the Certificate of Operator have been lawfully issued to Operator or the Mortgaged Property and are in full force and effect. Exhibit B of the Certificate of Operator will set forth which Licenses are issued to the Operator and which Licenses are issued to the Mortgaged Property. There is no legal action pending or to the best of Operator’s knowledge threatened which would adversely affect the Licenses or the operations at the Mortgaged Property. Operator is not currently operating under a consent order or decree, or any other agreement or decree mandated by the courts or a governmental entity that restricts or otherwise affects the operation of the Mortgaged Property;

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

(k) [Reserved]

(l) the Mortgaged Property is operated as an assisted living facility, skilled nursing facility, Alzheimer’s/dementia care units and independent living units pursuant to its Certificate of Occupancy and pursuant to its Licenses. The Certificate of Occupancy and Licenses are current and there are no violations of record except as disclosed on Exhibit B of the Certificate of Operator. The operations at the Mortgaged Property comply with the terms and conditions of the Certificate of Occupancy and the Licenses except as disclosed on Exhibit B of the Certificate of Operator. The Certificate of Occupancy has no termination date. The Healthcare Licenses are valid until the date shown on Exhibit B of the Certificate of Operator. The Licenses must be renewed at the intervals set forth on Exhibit B of the Certificate of Operator;

(m) renewal of the Healthcare Licenses must be applied for no later than the time period set forth on Exhibit B of the Certificate of Operator. The Healthcare Licenses require a renewal fee equal to the amount set forth on Exhibit B of the Certificate of Operator; and

(n) to the best of Operator’s knowledge, there currently exist no grounds for the revocation, suspension or limitation of the Certificate of Occupancy or any of the Licenses for the Mortgaged Property.

16. RESERVED.

17. CONSIDERATION. As consideration for the material financial benefit to be derived by Operator, Master Tenant and Borrower as a result of Lender’s approval of the Operating Lease and Master Lease and making the Loan to the Borrower, Operator, Master Tenant and Borrower each acknowledge receipt of good and valuable consideration for Operator’s, Master Tenant’s and Borrower’s entry into this Agreement.

18. COLLECTIONS. Operator agrees that all monies collected on behalf of the Master Tenant as it relates to the Operating Lease and Master Tenant agrees that all monies collected on behalf of Borrower as it relates to the Master Lease (if any) shall be deposited in one or more bank accounts in the name of Operator or Master Tenant, as applicable and Operator and Master Tenant both hereby pledge a security interest in the bank accounts to Lender, so that such bank accounts are security for Operator’s and Master Tenant’s obligations under the Operating Lease and Master Lease.

19. MODIFICATIONS TO LOAN DOCUMENTS. Any amendments heretofore or hereafter made to any of the Loan Documents, other than this Agreement, shall not require the consent of Operator or Master Tenant, provided, however, any amendment to the “Operating Covenants” as defined in Section 14(a) will not be binding upon Operator without Operator’s written consent.

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

20. LENDER REQUESTS. Within 10 Business Days of written request of Lender, Operator and Master Tenant will promptly furnish to Lender copies of all Leases, Contracts, Licenses, books, records, monthly reports, statements of account, budgets, third party payment documentation including but not limited to reimbursement agreements, surveys, statements of deficiencies and plans of correction, and cost reports related to any payments or the right to receive payments from federal, state or local programs, boards, bureaus or agencies, and other items which Operator and Master Tenant are required to maintain or otherwise maintains under the Operating Lease or Master Lease, as applicable, or which Operator or Master Tenant maintains for its own purposes with respect to the Mortgaged Property. Upon an Event of Default under the Instrument, Operator and Master Tenant will furnish promptly to Lender evidence of deposits and withdrawals from any account held or controlled by Operator or Master Tenant, as the case may be, relating to the Mortgaged Property.

21. OPERATOR ASSIGNMENT. As additional collateral security for the observance and performance by Operator of the terms, covenants and conditions of this Agreement, Operator to the extent permissible under applicable law and regulations, hereby transfers, sets over and assigns to Lender all of Operator’s right, title and interest in and to all Licenses and any other agreements or permits of any nature whatsoever now or hereafter obtained or entered into by Operator with respect to the occupancy, use, operation, maintenance and administration of the Mortgaged Property as a Seniors Housing Facility.

22. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall constitute one and the same instrument.

23. GOVERNING LAW. The provisions of Section 15.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Agreement by this reference to the fullest extent as if such text of such section were set forth in its entirety herein.

24. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon Borrower, Operator and Lender and their respective successors, transferees and assigns, and shall inure to the benefit of and may be enforced by Borrower, Master Tenant, Operator and Lender and their successors, transferees and assigns. Except as permitted or required under the Loan Documents, Borrower and Operator shall not assign any of their respective rights and obligations under this Agreement without the prior written consent of Lender.

25. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This Agreement contains the complete and entire understanding of the parties as to its subject matter. No amendment to this Agreement will be valid unless it is made in writing and executed by the parties to this Agreement. No specific waiver or forbearance for any breach of any of the terms of this Agreement shall be considered as a general waiver of that or any other term of this Agreement. For purposes of this Agreement, where Operator and Master Tenant purports to have knowledge and without limiting the scope of the meaning of Operator or Master Tenant having actual knowledge,

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

each of Operator and Master Tenant will automatically and immediately be deemed to have actual knowledge:

(i) of written public disclosure; or

(ii) in the event that Five Star Quality Care, Inc. or REIT Management Research LLC or its successors and assigns has actual knowledge.

The obligations under this Agreement will no longer be in full force and effect in the event that the obligations under the Master Agreement are no longer outstanding and if Fannie Mae, its successors and or assigns, is not the Successor Landlord pursuant to the Master Lease.

26. RELATIONSHIP OF PARTIES. Nothing contained in this Agreement shall constitute Lender as a joint venturer, partner or agent of Borrower, Master Tenant or Operator, or render Lender liable for any debts, obligations, acts, omissions or representations of Borrower, Master Tenant or Operator except as provided herein.

27. ENFORCEABILITY. The determination of invalidity, illegality, or unenforceability of any provision of this Agreement, pursuant to judicial decree, shall not affect the validity or enforceability of any other provision of this Agreement, each of which shall remain in full force and effect.

28. ASSIGNMENT TO FANNIE MAE. If Lender assigns its rights under this Agreement to Fannie Mae, all references in this Agreement to Lender shall be deemed to be references to Fannie Mae.

29. LOAN SERVICER. The parties to this Agreement acknowledge and agree that, except as otherwise provided below, in connection with any provision of this Agreement under which Fannie Mae is granted the right to (a) request that the Borrower, Master Tenant, Operator or another party (i) take or refrain from taking certain action, or (ii) collect or deliver certain payments, information, documents or instruments, (b) give any instructions or directions or perform any work or inspections, or (c) exercise remedies under this Agreement, Loan Servicer is hereby authorized to act on behalf of, and in the place and stead of, Fannie Mae. Any rights of Loan Servicer to act on behalf of Fannie Mae pursuant to the preceding sentence shall be terminated as and to the extent determined by Fannie Mae upon delivery by Fannie Mae to the parties to this Agreement of notice of such termination. Loan Servicer is neither affiliated with, nor acting as an agent for, the Borrower, Master Tenant, Operator or Fannie Mae.

30. NON-RECOURSE. The obligations of Operator and Master Tenant under this Agreement are solely those of the Operator and Master Tenant and are not the obligations of Five Star Quality Care Inc.

[ The remainder of this page is intentionally left blank. ]

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

IN WITNESS WHEREOF, Borrower, Lender, Operator and Master Tenant have executed this Agreement as of the day and year first above written.

	SNH FM Financing LLC , a Delaware limited liability company

	By:	/s/ David J. Hegarty
	Name:	David J. Hegarty
	Title:	President

STATE OF MASSACHUSETTS	)
	)	ss.:
COUNTY OF MIDDLESEX	)

On August 4, 2009, before me, Brandi Larea Thomas, personally appeared David J. Hegarty, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature	/s/ Brandi Larea Thomas
		(Seal)

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

S-1

	Citibank, N.A. , a national banking association

	By:	/s/ Kathy Millhouse
	Name:	Kathy Millhouse
	Title:	Vice President

STATE OF CALIFORNIA	)
	)	ss.:
COUNTY OF VENTURA	)

On August 4, 2009, before me, Cynthia K. Martinez, personally appeared Kathy Millhouse, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature	/s/ Cynthia K. Martinez
		(Seal)

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

S-2

	FS Tenant Pool III Trust , a Maryland business trust

	By:	/s/ Bruce J. Mackey Jr.
	Name:	Bruce J. Mackey Jr.
	Title:	President

STATE OF MASSACHUSETTS	)
	)	ss.:
COUNTY OF MIDDLESEX	)

On August 4, 2009, before me, Brandi Larea Thomas, personally appeared Bruce J. Mackey Jr., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature	/s/ Brandi Larea Thomas
		(Seal)

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

S-3

	FVE FM Financing, Inc. , a Maryland corporation

	By:	/s/ Bruce J. Mackey Jr.
	Name:	Bruce J. Mackey Jr.
	Title:	President

STATE OF MASSACHUSETTS	)
	)	ss.:
COUNTY OF MIDDLESEX	)

WITNESS my hand and official seal.

Signature	/s/ Brandi Larea Thomas
		(Seal)

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

S-4

EXHIBIT A

Legal Description

Forum at Memorial Woods Tract VI:

5.6764 acres of land, more or less out of POST OAK JOINT VENTURE, a Replat of POST OAK JOINT VENTURE, according to the plat thereof filed at Volume 344, Page 28, of the Harris County Map Records and being more particularly described by metes and bounds as follows:

All that remaining 5.6764 acres of land out of the 5.6883 acres of land out of Post Oak Joint Venture, a Replat of Post Oak Joint Venture according to the plat thereof filed at Volume 344, Page 28, of the Harris County Map Records, and being more particularly described by metes and bounds as follows:

Beginning at a set 5/8” iron rod with cap in the west right-of-way line of North Post Oak Road (120’ wide) marking the southeast corner of said 5.6883 acre tract: Thence S 87° 33’ 55” W - 673.56’ along the north line of that certain 3.1791 acres called Parcel I described in a deed dated 03-20-1979, from Lafayette, Ltd. to The Count Group, filed in the Official Public Records of Real Property of Harris County, Texas at Clerk’s File No.G-015108, Film Code No.123-89-1492, to a set 5/8” iron, rod with cap for corner;

THENCE N 02°34’ 11” W- 194.33’ with the west line of Pine Wood Estates according to the plat thereof filed at Volume 35, Page 11, of the Harris County Map Records, to a set 5/8” iron rod with cap for corner,

THENCE N 87°25’41”E - 192.82’ with the south line of Memorial Woods Unrestricted Reserve, according to the plat thereof filed at Volume 256, Page 99, of the Harris County Map Records to a found 1/2” iron pipe for corner;

THENCE 02° 05’ 36” W - 243.65” with the east line of said Memorial Woods Unrestricted Reserve, to a found 1” iron pipe for corner;

THENCE N 87°09”41” E - 432.01’ with the south line of Memorial Woods Plaza, Block Two, Unrestricted Reserve “B”, according to the plat thereof filed at Volume 198, Page 113, of the Harris County Map Records to a set 5/8” iron rod with cap for corner,

THENCE S 43°38’06” E -58.80’ with the southeasterly right-of-way line of Interstate Highway 10, being the southeasterly line of a 0.012 acre tract of land described in a Donation Deed dated June 06, 198 9, from Post Oak Joint Venture to The State of Texas, filed in the Official Public Records of Real Property of Harris County, Texas at Clerk File No. M-407792 Film Code No. 162-69-0545, to set 5/8” iron rod with cap for corner;

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

A-1

THENCE S 23°12’48” E - 18.74’ continuing with the said southeasterly right-of-way line of Interstate Highway 10 and said 0.012 acre tract to a set 5/8” iron rod with cap for corner,-

THENCE S 02°47 31” E -379.72 with said west right-of-way line of North Post Oak Road to the

POINT OF BEGINNING and containing (247,264 square feet) 5.6764 acres of land more or less.

Together with easement rights recorded under Clerk’s File No. M-00-7204, Deed Records, Harris County, Texas.

Subordination, Assignment and Security Agreement	Form 4079
(Seniors Housing) (Memorial Woods)	05-05	Ó 2000-2005 Fannie Mae

A-2

Schedule to Exhibit 10.13

The following entities are parties to Subordination, Assignment and Security Agreements (“SASAs”) which are substantially identical in all material respects to the representative SASA filed herewith and are dated as of the respective dates listed below. There are immaterial differences among the SASAs relating to representations as to the specific level of care, contracts and licenses at each property. In addition, for the Maryland properties, each SASA also includes an acknowledgement that any assignment of leases and rents in favor of Senior Housing Properties Trust is subordinate to any assignment of leases and rents contained in the SASA. The other SASAs are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.

	Names of Signatories	Date
1.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool I Trust and Citibank, N.A. (Wilmington, Delaware)	August 4, 2009
2.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool I Trust and Citibank, N.A. (Coral Springs, Florida)	August 4, 2009
3.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool I Trust and Citibank, N.A. (Albuquerque, New Mexico)	August 4, 2009
4.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool I Trust and Citibank, N.A. (San Antonio, Texas)	August 4, 2009
5.	SNH FM Financing LLC, FVE FM Financing, Inc., FVE Tenant Pool II and Citibank, N.A. (San Diego, California)	August 4, 2009
6.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool II Trust and Citibank, N.A. (Palm Harbor, Florida)	August 4, 2009
7.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool II Trust and Citibank, N.A. (Indianapolis, Indiana)	August 4, 2009
8.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool II Trust and Citibank, N.A. (Winchester, Massachusetts)	August 4, 2009
9.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool II Trust and Citibank, N.A. (The Woodlands, Texas)	August 4, 2009
10.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool III Trust and Citibank, N.A. (Peoria, Arizona)	August 4, 2009
11.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool III Trust and Citibank, N.A. (Tucson, Arizona)	August 4, 2009
12.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool III Trust and Citibank, N.A. (Overland Park, Kansas)	August 4, 2009
13.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool III Trust and Citibank, N.A. (Louisville, Kentucky)	August 4, 2009
14.	SNH FM Financing LLC, FVE FM Financing, Inc., FS Tenant Pool III Trust and Citibank, N.A. (Columbus, Ohio)	August 4, 2009

15.	SNH FM Financing Trust, FVE FM Financing, Inc., Five Star Quality Care-MD, LLC and Citibank, N.A. (Easton, Maryland)	August 4, 2009
16.	SNH FM Financing Trust, FVE FM Financing, Inc., Five Star Quality Care-MD, LLC and Citibank, N.A. (Severna Park, Maryland)	August 4, 2009
17.	SNH FM Financing Trust, FVE FM Financing, Inc., Five Star Quality Care-MD, LLC and Citibank, N.A. (Silver Springs, Maryland)	August 4, 2009
18.	SNH FM Financing LLC, FVE FM Financing, Inc., Five Star Quality Care-CA, LLC and Citibank, N.A. (Stockton, California)	August 4, 2009
19.	SNH FM Financing LLC, FVE FM Financing, Inc., Five Star Quality Care-NC, LLC and Citibank, N.A. (Cary, North Carolina)	August 4, 2009
20.	SNH FM Financing LLC, FVE FM Financing, Inc., Five Star Quality Care-Savannah, LLC and Citibank, N.A. (Savannah, Georgia)	August 4, 2009
21.	SNH FM Financing LLC, FVE FM Financing, Inc., Five Star Quality Care-VA, LLC and Citibank, N.A. (Fredericksburg, Virginia)	August 4, 2009
22.	SNH FM Financing LLC, FVE FM Financing, Inc., Five Star Quality Care-WI, LLC and Citibank, N.A. (Mequon, Wisconsin)	August 4, 2009
23.	SNH FM Financing LLC, FVE FM Financing, Inc., Morningside of Bellgrade, Richmond, LLC and Citibank, N.A. (Midlothian, Virginia)	August 4, 2009
24.	SNH FM Financing LLC, FVE FM Financing, Inc., Morningside of Charlottesville, LLC and Citibank, N.A. (Charlottesville, Virginia)	August 4, 2009
25.	SNH FM Financing LLC, FVE FM Financing, Inc., Morningside of Newport News, LLC and Citibank, N.A. (Newport News, Virginia)	August 4, 2009
26.	Ellicott City Land I, LLC, FVE FM Financing, Inc., The Heartlands Retirement Community-Ellicott City I, Inc. and Citibank, N.A. (Ellicott City, Maryland)	August 4, 2009

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Bruce J. Mackey, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Five Star Quality Care, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009		/s/ Bruce J. Mackey, Jr.
		Bruce J. Mackey, Jr.
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Francis R. Murphy III, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Five Star Quality Care, Inc.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009		s/ Francis R. Murphy III
		Francis R. Murphy III
		Treasurer and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350

(Section 906 of the Sarbanes – Oxley Act of 2002)

In connection with the filing by Five Star Quality Care, Inc. (the “Company”) of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President and Chief Executive Officer

		/s/ Francis R. Murphy III
		Francis R. Murphy III
		Treasurer and Chief Financial Officer


Date: August 10, 2009

Exhibit 99.1

AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT

(LEASE NO. 1)

THIS AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (this “ Guaranty ”) is entered into as of August 4, 2009 by each of the parties listed on the signature page hereof as a Subtenant Guarantor (each a “ Subtenant Guarantor ” and collectively, the “ Subtenant Guarantors ”), for the benefit of SNH CHS PROPERTIES TRUST, a Maryland real estate investment trust, SPTIHS PROPERTIES TRUST, a Maryland real estate investment trust, SPTMNR PROPERTIES TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES GA LLC, a Maryland limited liability company, and SNH SOMERFORD PROPERTIES TRUST, a Maryland real estate investment trust (together with their successors and assigns, collectively, the “ Landlord ”).

W I T N E S S E T H :

WHEREAS, Subtenant Guarantors and Landlord and certain affiliates of Landlord are parties to those certain Amended and Restated Subtenant Guaranty Agreements, dated as of June 30, 2008 (collectively, the “ Original Subtenant Guarantees ”); and

WHEREAS, the Original Subtenant Guarantees guarantee all of the payment and performance obligations of the tenants under those certain Amended and Restated Lease Agreements, dated as of June 30, 2008, as further described in the Original Subtenant Guarantees (collectively, the “ Original Leases ”); and

WHEREAS , in connection with the execution and delivery of the Restated Leases, Subtenant Guarantors, Landlord and certain affiliates of Landlord have agreed to amend and restate the Original Subtenant Guarantees into separate guarantees that will each guaranty all of the payment and performance obligations of each tenant under a Restated Lease; and

modified or supplemented from time to time, the “ Amended Lease No. 1 ”); and

WHERAS, pursuant to various Sublease Agreements, dated as of various dates, Tenant has subleased certain portions of the premises demised under the Restated Leases to the Subtenant Guarantors; and

WHEREAS , the transactions contemplated by the Amended Lease No. 1 are of direct material benefit to the Subtenant Guarantors;

1. Certain Terms . Capitalized terms used and not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the Amended Lease No. 1. The Amended Lease No. 1 and the Incidental Documents are hereinafter collectively referred to as the “ Amended Lease No. 1 Documents ”.

2. Guaranteed Obligations . For purposes of this Guaranty the term “ Guaranteed Obligations ” shall mean the payment and performance of each and every obligation of Tenant to Landlord under the Amended Lease No. 1 and the Amended Lease No. 1 Documents or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Amended Lease No. 1.

3. Representations and Covenants . Each Subtenant Guarantor jointly and severally represents, warrants, covenants, and agrees that:

3.1 Incorporation of Representations and Warranties . The representations and warranties of Tenant and its Affiliated Persons set forth in the Amended Lease No. 1 Documents are true and correct on and as of the date hereof in all material respects.

3.2 Performance of Covenants and Agreements . Each Subtenant Guarantor hereby agrees to take all lawful action in its power to cause Tenant duly and punctually to perform all of the covenants and agreements set forth in the Amended Lease No. 1 Documents.

3.3 Validity of Agreement . Each Subtenant Guarantor has duly and validly executed and delivered this Guaranty; this

Guaranty constitutes the legal, valid and binding obligation of such Subtenant Guarantor, enforceable against such Subtenant Guarantor in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Guaranty have been duly authorized by all requisite action of such Subtenant Guarantor and such execution, delivery and performance by such Subtenant Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of such Subtenant Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.

3.4 Payment of Expenses . Each Subtenant Guarantor agrees, as principal obligor and not as guarantor only, to pay to Landlord forthwith, upon demand, in immediately available federal funds, all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred or expended by Landlord in connection with the enforcement of this Guaranty, together with interest on amounts recoverable under this Guaranty from the time such amounts become due until payment at the Overdue Rate. The Subtenant Guarantors’ covenants and agreements set forth in this Section 3.4 shall survive the termination of this Guaranty.

3.5 Notices . Each Subtenant Guarantor shall promptly give notice to Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.

3.6 Reports . Each Subtenant Guarantor shall promptly provide to Landlord each of the financial reports, certificates and other documents required of it under the Amended Lease No. 1 Documents.

3.7 Books and Records . Each Subtenant Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its

transactions in accordance with generally accepted accounting principles and shall set aside on its books from its earnings for each fiscal year all such proper reserves, including reserves for depreciation, depletion, obsolescence and amortization of its properties during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Each Subtenant Guarantor shall permit access by Landlord and its agents to the books and records maintained by such Subtenant Guarantor during normal business hours and upon reasonable notice. Any proprietary information obtained by Landlord with respect to such Subtenant Guarantor pursuant to the provisions of this Guaranty shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to any court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential.

3.8 Taxes, Etc . Each Subtenant Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon such Subtenant Guarantor or the income of such Subtenant Guarantor or upon any of the property, real, personal or mixed, of such Subtenant Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien or charge upon any property and result in a material adverse change in the financial condition of such Subtenant Guarantor; provided , however , that such Subtenant Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if such Subtenant Guarantor shall have set aside on its books such reserves of such Subtenant Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.

3.9 Legal Existence of Subtenant Guarantors . Each Subtenant Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

3.10 Compliance . Each Subtenant Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of,

and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls).

3.11 Insurance . Each Subtenant Guarantor shall maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by such Subtenant Guarantor.

3.12 Financial Statements, Etc. The financial statements previously delivered to Landlord by each Subtenant Guarantor, if any, fairly present the financial condition of such Subtenant Guarantor in accordance with generally accepted accounting principles consistently applied and there has been no material adverse change from the date thereof through the date hereof.

3.13 No Change in Control . No Subtenant Guarantor shall permit the occurrence of any direct or indirect Change in Control of Tenant or of such Subtenant Guarantor.

4. Guarantee . Each Subtenant Guarantor hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to any Amended Lease No. 1 Document, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Amended Lease No. 1 Documents. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, the Subtenant Guarantors shall, in the case of monetary obligations, within five (5) Business Days after receipt of notice from Landlord, pay or cause to be paid to Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Amended Lease No. 1 Documents) or, in the case of non-monetary

obligations, perform or cause to be performed such obligations in accordance with the Amended Lease No. 1 Documents.

5. Set-Off . Each Subtenant Guarantor hereby authorizes Landlord, at any time and without notice, to set off the whole or any portion or portions of any or all sums credited by or due from Landlord to it against amounts payable under this Guaranty. The Landlord shall promptly notify such Subtenant Guarantor of any such set-off made by Landlord and the application made by Landlord of the proceeds thereof.

6. Unenforceability of Guaranteed Obligations, Etc. If Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Amended Lease No. 1 Documents), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of any Amended Lease No. 1 Document or any limitation on the liability of Tenant thereunder not contemplated by the Amended Lease No. 1 Documents or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Guaranty shall nevertheless remain in full force and effect and shall be binding upon each Subtenant Guarantor to the same extent as if such Subtenant Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.

7. Additional Guarantees . This Guaranty shall be in addition to any other guarantee or other security for the Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.

8. Consents and Waivers, Etc. Each Subtenant Guarantor hereby acknowledges receipt of correct and complete copies of each of the Amended Lease No. 1 Documents, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any principal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of this Guaranty and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or

nonperformance or Event of Default under any of the Guaranteed Obligations or the Amended Lease No. 1 Documents, (d) notice of the terms, time and place of any private or public sale of any collateral held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Amended Lease No. 1 Documents, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the extent such Subtenant Guarantor lawfully may do so, any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Guaranty, or any of the Amended Lease No. 1 Documents or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Amended Lease No. 1 Documents).

9. No Impairment, Etc. The obligations, covenants, agreements and duties of each of the Subtenant Guarantors under this Guaranty shall not be affected or impaired by any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to each such Subtenant Guarantor, or any waiver by Landlord or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by Tenant or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Amended Lease No. 1 Documents or any indulgence in or the extension of the time for payment by Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Amended Lease No. 1 Documents or any other instrument or agreement relating to the Guaranteed Obligations or of the time for performance by Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by Landlord or any other holder of such Guaranteed Obligations to Tenant, such Subtenant Guarantor’s obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary

sale or other disposition of all or substantially all of the assets of Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting Tenant or any other guarantor or any assets of Tenant or any such other guarantor, or the release or discharge of Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.

10. Reimbursement, Subrogation, Etc. Each Subtenant Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against Tenant (or any other person against whom Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Amended Lease No. 1, and until all indebtedness of Tenant to Landlord shall have been paid in full, no Subtenant Guarantor shall have any right of subrogation, and each Subtenant Guarantor waives any defense it may have based upon any election of remedies by Landlord which destroys its subrogation rights or its rights to proceed against Tenant for reimbursement, including, without limitation, any loss of rights such Subtenant Guarantor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to Landlord. Until all obligations of Tenant pursuant to the Amended Lease No. 1 Documents shall have been paid and satisfied in full, each Subtenant Guarantor further waives any right to enforce any remedy which Landlord now has or may in the future have against Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by Landlord.

11. Defeasance . This Guaranty shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Subtenant Guarantors to Landlord under this Guaranty have been satisfied in full; provided , however , if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Tenant), this Guaranty, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination.

12. Notices . (a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Guaranty shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

if to Landlord to:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]

if to any Subtenant Guarantor to:

c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

13. Successors and Assigns . Whenever in this Guaranty any of the parties hereto is referred to, such reference shall be

deemed to include the successors and assigns of such party, including without limitation the holders, from time to time, of the Guaranteed Obligations; and all representations, warranties, covenants and agreements by or on behalf of the Subtenant Guarantors which are contained in this Guaranty shall inure to the benefit of Landlord’s successors and assigns, including without limitation said holders, whether so expressed or not.

14. Applicable Law . Except as to matters regarding the internal affairs of Landlord and issues of or limitations on any personal liability of the shareholders and trustees of Landlord for obligations of Landlord, as to which the laws of the state of Landlord’s organization shall govern, this Guaranty shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (a) where any such instrument is executed or delivered; or (b) where any payment or other performance required by any such instrument is made or required to be made; or (c) where any breach of any provision of any such instrument occurs, or any cause of action otherwise accrues; or (d) where any action or other proceeding is instituted or pending; or (e) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (f) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than The Commonwealth of Massachusetts; or (g) any combination of the foregoing.

15. Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all

respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

16. Modification of Agreement . No modification or waiver of any provision of this Guaranty, nor any consent to any departure by any of the Subtenant Guarantors therefrom, shall in any event be effective unless the same shall be in writing and signed by Landlord, and such modification, waiver or consent shall be effective only in the specific instances and for the purpose for which given. No notice to or demand on any Subtenant Guarantor in any case shall entitle such Subtenant Guarantor to any other or further notice or demand in the same, similar or other circumstances. This Guaranty may not be amended except by an instrument in writing executed by or on behalf of the party against whom enforcement of such amendment is sought.

17. Waiver of Rights by Landlord . Neither any failure nor any delay on Landlord’s part in exercising any right, power or privilege under this Guaranty shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.

18. Severability . In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, but this

Guaranty shall be reformed and construed and enforced to the maximum extent permitted by applicable law.

19. Entire Contract . This Guaranty constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

20. Headings; Counterparts . Headings in this Guaranty are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument, and in pleading or proving any provision of this Guaranty, it shall not be necessary to produce more than one of such counterparts.

21. Remedies Cumulative . No remedy herein conferred upon Landlord is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

22. NON-LIABILITY OF TRUSTEES . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATIONS ”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

23. Original Guaranty . The Subtenant Guarantors and Landlord acknowledge and agree that this Guaranty amends and restates the Original Subtenant Guarantees in their entirety with respect to the Guaranteed Obligations and that this Guaranty shall govern the rights and obligations of the Subtenant Guarantors with respect to the Guaranteed Obligations from and after the date of this Guaranty. Notwithstanding the foregoing, the Original Subtenant Guarantees shall continue to govern the rights and obligations of the Subtenant Guarantors with respect to the Guaranteed Obligations (as defined in the Original Subtenant Guarantees) prior to the date of this

Guaranty and nothing contained in this Guaranty shall operate to release the Subtenant Guarantors from any such rights or obligations.

[Remainder of page intentionally left blank.]

WITNESS the execution hereof under seal as of the date above first written.

	SUBTENANT GUARANTORS:

	ANNAPOLIS HERITAGE PARTNERS, LLC,
	COLUMBIA HERITAGE PARTNERS, LLC,
	ENCINITAS HERITAGE PARTNERS, LLC,
	FIVE STAR QUALITY CARE-AZ, LLC,
	FIVE STAR QUALITY CARE-CA, LLC,
	FIVE STAR QUALITY CARE-COLORADO, LLC,
	FIVE STAR QUALITY CARE-FL, LLC,
	FIVE STAR QUALITY CARE-GA, LLC,
	FIVE STAR QUALITY CARE-GHV, LLC,
	FIVE STAR QUALITY CARE-IA, INC.,
	FIVE STAR QUALITY CARE-IA, LLC,
	FIVE STAR QUALITY CARE-MN, LLC,
	FIVE STAR QUALITY CARE-MO, LLC,
	FIVE STAR QUALITY CARE-MS, LLC,
	FIVE STAR QUALITY CARE-NE, LLC,
	FIVE STAR QUALITY CARE-NE, INC.,
	FIVE STAR QUALITY CARE-VA, LLC,
	FIVE STAR QUALITY CARE-WI, LLC,
	FIVE STAR QUALITY CARE-WY, LLC,
	FREDERICK HERITAGE PARTNERS, LLC,
	HAGERSTOWN HERITAGE PARTNERS, LLC,
	MORNINGSIDE OF BELMONT, LLC,
	MORNINGSIDE OF GALLATIN, LLC ,
	NEWARK HERITAGE PARTNERS I, LLC,
	NEWARK HERITAGE PARTNERS II, LLC, and
	REDLANDS HERITAGE PARTNERS, LLC


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President of each of the foregoing entities

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (LEASE NO. 1)]

FRESNO HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP, and ROSEVILLE HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP

	By:	Hamilton Place, LLC,
		General Partner of each of the foregoing entities


		By:	/s/ Bruce J. Mackey Jr.
			Bruce J. Mackey Jr.
			President


MORNINGSIDE OF COLUMBUS, L.P., MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP, MORNINGSIDE OF EVANS, LIMITED PARTNERSHIP, and MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP

	By:	LifeTrust America, Inc.,
		General Partner of each of the foregoing entities


		By:	/s/ Bruce J. Mackey Jr.
			Bruce J. Mackey Jr.
			President

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (LEASE NO. 1)]

THE LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23 OF THIS AGREEMENT.

	SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPTMNR PROPERTIES TRUST, SNH/LTA PROPERTIES TRUST, SNH/LTA PROPERTIES GA LLC, and SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President of each of the foregoing entities

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (LEASE NO. 1)]

Exhibit 99.2

AMENDED AND RESTATED SECURITY AGREEMENT

(LEASE NO. 1)

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “ Agreement ”) is entered into as of this 4 th day of August, 2009 by and among FIVE STAR QUALITY CARE TRUST , a Maryland business trust (“ Tenant ”), and SNH CHS PROPERTIES TRUST, a Maryland real estate investment trust, SPTIHS PROPERTIES TRUST, a Maryland real estate investment trust, SPTMNR PROPERTIES TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES GA LLC, a Maryland limited liability company, and SNH SOMERFORD PROPERTIES TRUST, a Maryland real estate investment trust (together with their successors and assigns, collectively, the “ Secured Parties ”).

W I T N E S S E T H :

WHEREAS, the Secured Parties and Tenant are parties to certain Amended and Restated Lease Agreements, dated as of June 30, 2008, as the same have been amended to date (as so amended, the “ Original Leases ”); and

WHEREAS, in connection with the Original Leases, Tenant and the Secured Parties are parties to certain Amended and Restated Security Agreements, dated as of June 30, 2008, as each has been confirmed from time to time (as so confirmed, the “ Original Security Agreements ”), pursuant to which Tenant granted to such Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Original Leases; and

WHEREAS, as of the date hereof, the Secured Parties and Tenant are amending and restating the Original Leases and certain other leases between affiliates of Secured Parties and affiliates of Tenant (“ Other Leases ”)into four separate leases, one of which shall be named the Amended and Restated Master Lease Agreement (Lease No. 1) , (the “ Amended Lease No. 1 ”); and

WHEREAS, pursuant to the Amended Lease No. 1, Tenant is required to grant to the Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Amended Lease No. 1; and

WHEREAS, in connection with the foregoing, Tenant and the Secured Parties wish to amend and restate the Original Security Agreements and certain other security agreements executed and

delivered in connection with the Other Leases into four separate security agreements, one of which shall act as security for the payment and performance of the Obligations (as hereinafter defined), all subject to and upon the terms and conditions herein set forth; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Tenant and the Secured Parties hereby agree that the Original Security Agreements are hereby amended and restated, effective as of the date hereof, to read as follows:

Section 1 . Definitions . As used in this Agreement, the following terms shall have the meanings specified below. Except as otherwise defined, terms defined in the Uniform Commercial Code and used herein without definition shall have the meanings given such terms in the Uniform Commercial Code.

“ Affiliated Person ” shall have the meaning given such term in the Amended Lease No. 1.

“ Amended Lease No. 1 ” shall have the meaning given such term in the recitals to this Agreement.

“ Business Day ” shall have the meaning given such term in the Amended Lease No. 1.

“ Collateral ” shall mean all of Tenant’s right, title and interest in and under or arising out of all and any personal property, intangibles and fixtures of any type or description (other than Excluded Collateral), wherever located and now existing or hereafter arising, or which constitute or arise from the operation, maintenance or repair of the Leased Property or any portion thereof, together with any and all additions and accessions thereto and replacements, products, proceeds (including, without limitation, proceeds of insurance) and supporting obligations thereof, including, but not limited to, the following:

(a) all goods, including, without limitation, all Equipment; and

(b) all General Intangibles; and

in any financing statement signed by Tenant naming the Secured Parties as secured parties; and

(d) all claims, rights, powers or privileges and remedies relating to the foregoing or arising in connection therewith, including, without limitation, all Licenses and Permits which Tenant legally may grant a security interest in, rights to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval; all liens, security, guaranties, endorsements, warranties and indemnities and all insurance, eminent domain and condemnation awards and claims therefor relating thereto or arising in connection therewith; all rights to property forming the subject matter of any of the foregoing, including, without limitation, rights to stoppage in transit and rights to returned or repossessed property; all writings relating to the foregoing or arising in connection therewith; and

(e) all contract rights, general intangibles and other property rights of any nature whatsoever arising out of or in connection with any of the foregoing (other than Excluded Collateral), including, without limitation, payments due or to become due, whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise.

“ Equipment ” shall mean all buildings, structures, improvements, fixtures and items of machinery, equipment and other tangible personal property which constitute, arise from or relate to the operation, maintenance or repair of the Leased Property or any portion thereof, together with all repairs, replacements, improvements, substitutions, extensions or renewals thereof or additions thereto, all parts, additions and accessories incorporated therein or affixed thereto, and all “equipment” as such term is defined in the Uniform Commercial Code, and all cash and non-cash proceeds therefrom.

“ Event of Default ” shall have the meaning given such term in Section 6 .

Instruments or Investment Property evidencing or arising from any Accounts or Chattel Paper, (g) all documents, books, records or other information pertaining to any of the foregoing (including, without limitation, customer lists, credit files, computer programs, printouts, tapes, discs, punch cards, data processing software and other computer materials and records and related property and rights), (h) all accessions to, substitutions for, and all replacements, products and proceeds of the foregoing (including without limitation, proceeds of insurance policies insuring any of the foregoing) and (i) any of the sublease agreements relating to the Leased Property under which Tenant is a party .

“ Facilities ” shall have the meaning given such term in the Amended Lease No. 1.

“ General Intangibles ” shall mean all present and future general intangibles and contract rights (other than Excluded Collateral) which constitute, arise from or relate to the operation, maintenance or repair of the Leased Property, or any portion thereof, including, but not limited to, all causes of action, corporate or business records, inventions, designs, patents, patent applications, trademarks, trademark registrations and applications therefor, goodwill, trade names, trade secrets, trade processes, copyrights, copyright registrations and applications therefor, franchises, customer lists, computer programs, claims under guaranties, tax refund claims, rights and claims against carriers and shippers, leases, claims under insurance policies, all rights to indemnification and all other intangible personal property of every kind and nature which constitutes, arises from or relates to the operation, maintenance or repair of the Leased Property, or any portion thereof.

“ Instrument ” shall have the meaning give such term in Article 9 of the Uniform Commercial Code.

“ Leased Property ” shall have the meaning given such term in the Amended Lease No. 1.

“ Legal Requirements ” shall have the meaning given such term in Amended Lease No. 1.

“ Licenses ” shall mean all certificates of need (if any), licenses, permits, rights of use, covenants or rights otherwise benefiting or permitting the use and operation of each applicable Property or any part thereof pertaining to the

operation, maintenance or repair of such Property or any portion thereof.

“ Obligations ” shall mean each and every obligation and liability of Tenant to the Secured Parties, whether existing as of the date hereof or hereafter arising, under the Original Leases or the Amended Lease No. 1 or any other document or agreement executed and delivered pursuant thereto, including, without limitation, the payment of the rent and the payment and performance of each and every other obligation of Tenant to the Secured Parties, whether existing as of the date hereof or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due under the Original Leases or the Amended Lease No. 1.

“ Original Lease ” shall have the meaning given such term in the recitals to this Agreement.

“ Original Security Agreements ” shall have the meaning given such term in the recitals to this Agreement.

“ Overdue Rate ” shall have the meaning given to such term in the Amended Lease No. 1.

“ Permits ” shall mean all permits, approvals, consents, waivers, exemptions, variances, franchises, orders, authorizations, rights and licenses obtained or hereafter obtained from any federal, state or other governmental authority or agency relating to the operation, maintenance or repair, of each applicable Property, or any portion thereof.

“ Person ” shall have the meaning given such term in the Amended Lease No. 1.

“ Property ” shall have the meaning given such term in the Amended Lease No. 1.

“ Rent ” shall have the meaning given such term in the Amended Lease No. 1.

“ Secured Parties ” shall have the meaning given such term in the preamble to this Agreement.

“ Tenant ” shall have the meaning given such term in the preamble to this Agreement.

“ Uniform Commercial Code ” means Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts from time to time.

Section 2 . Security Interest . As security for the prompt payment and performance of all the Obligations, Tenant hereby grants, pledges, transfers and assigns to the Secured Parties, their successors and assigns and all other holders from time to time of the Obligations, a continuing security interest under the Uniform Commercial Code from time to time in effect in the jurisdiction in which any of the Collateral is located in and a continuing lien upon all of Tenant’s right, title and interest in the Collateral, together with any and all additions thereto and replacements, products and proceeds thereof, whether now existing or hereafter arising or acquired and wherever located.

Section 3 . General Representations, Warranties and Covenants . Tenant represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

(a) Each of the warranties and representations of Tenant contained herein, in the Amended Lease No. 1 or in any other document executed in connection herewith or therewith are true and correct on the date hereof.

(b) Except for the lien granted to the Secured Parties pursuant to this Agreement and any liens permitted under the Amended Lease No. 1, Tenant is, and as to the Collateral acquired from time to time after the date hereof Tenant will be, the owner of all the Collateral free from any lien, security interest, encumbrance or other right, title or interest of any Person, except for the security interest of the Secured Parties therein, and Tenant shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Secured Parties. The lien granted in this Agreement by Tenant to the Secured Parties in the Collateral is not prohibited by and does not constitute a default under any agreements or other instruments constituting a part of the Collateral, and no consent is required of any Person to effect such lien which has not been obtained.

(c) Except as permitted under the Amended Lease No. 1, there is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office covering any interest of any kind in the Collateral, or intended so to be, which has not been terminated, and so long as this Agreement remains in effect or any of the Obligations or any obligations of any Affiliated Person of Tenant to the Secured Parties remain unpaid, Tenant will not execute and there will not be on file in any public office any financing statement (or similar statement

or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interest of the Secured Parties.

(d) The chief executive office and the principal place of business of Tenant are as set forth in Schedule 1 and Tenant will not move its chief executive office or establish any other principal place of business except to such new location as Tenant may establish in accordance with this Section 3(d) . The location of each Facility comprising a portion of the Leased Property is as set forth in Schedule 2 . The originals of all documents evidencing Collateral and the only original books of account and records of Tenant relating thereto are, and will continue to be, kept at such chief executive office or the applicable Facility, as the case may be, or at such new location as Tenant may establish in accordance with this Section 3(d) . Tenant shall not move its chief executive office or establish any other principal place of business until (i) Tenant shall have given to the Secured Parties not less than ten (10) days’ prior written notice of its intention to do so, which notice shall clearly describe such new location and provide such other information in connection therewith as the Secured Parties may reasonably request, and (ii) with respect to such new location, Tenant shall have taken such action, satisfactory to the Secured Parties (including, without limitation, all action required by Section 5 ), to maintain the security interest of the Secured Parties in the Collateral.

(e) All tangible personal property owned on the date hereof by Tenant to be used in connection with the operation or maintenance of the Leased Property, or any portion thereof, is located at each applicable Property or is in transit to such Property from the vendor thereof. Tenant agrees that (i) all such property held by Tenant on the date hereof, once at each applicable Property, shall remain at such Property and (ii) all such property subsequently acquired by Tenant shall immediately upon acquisition be transferred to and remain at the applicable Property.

(f) The corporate name and organizational identification number of Tenant is set forth on the signature page hereto. The name under which each of the Facilities is operated is set forth on Schedule 2 . Tenant shall not (i) change such name without providing the Secured Parties with thirty (30) days’ prior written notice and making all filings and taking all such other actions as the Secured Parties determines are necessary or appropriate to continue or perfect

the security interest granted hereunder, (ii) change its corporate organizational number, nor (iii) conduct its business in any other name or take title to any Collateral in any other name while this Agreement remains in effect. Except as otherwise set forth on Schedule 1 , Tenant has not ever had any other name nor conducted business in any other name in any jurisdiction. Tenant is organized as a Maryland business trust. Subject to the terms and conditions of the Amended Lease No. 1, Tenant shall not change its organizational structure or jurisdiction of organization without giving at least thirty (30) days’ prior written notice thereof to the Secured Parties.

(g) The Secured Parties are authorized (but are under no obligation) to make, upon ten (10) Business Days’ notice to Tenant (except in the case of exigent circumstances, in which circumstances upon such notice, if any, as may then be reasonably practical), any payments which in the Secured Parties’ opinion are necessary to:

(i) discharge any liens which have or may take priority over the lien hereof; and

(ii) pay all premiums payable on the insurance policies referred to in the Amended Lease No. 1 or any other document or agreement executed in connection therewith or herewith, upon the failure of Tenant to make such payments within the time permitted therein.

Tenant shall have no claim against the Secured Parties by reason of its decision not to make any payments or perform such obligations permitted under this Section 3(g) . Tenant shall repay to the Secured Parties any sums paid by the Secured Parties upon demand. Any sums paid and expenses incurred by the Secured Parties pursuant to this paragraph shall bear interest at the Overdue Rate.

(h) If any of the Collateral at any time becomes evidenced by an Instrument, Tenant shall promptly deliver such Instrument to the Secured Parties, appropriately endorsed to the order of the Secured Parties, to be held pursuant to this Agreement.

Except as permitted under the Amended Lease No. 1, Tenant shall not create, incur, assume or suffer to exist any lien upon any of the Collateral without the prior written consent of the Secured Parties.

(j) Tenant shall not assert against the Secured Parties any claim or defense which Tenant may have against any seller of the Collateral or any part thereof or against any Person with respect to the Collateral or any part thereof.

(k) Tenant shall, upon demand, pay to the Secured Parties the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Parties may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Parties hereunder and under such other agreements or (iv) the failure by Tenant to perform or observe any of the provisions hereof.

(l) Tenant shall indemnify and hold harmless the Secured Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Secured Parties in any way relating to or arising out of this Agreement or arising out of Tenant’s obligations under any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or of any such other documents.

Section 4 . Special Provisions Concerning Equipment . Tenant shall not impair the rights of the Secured Parties in the Equipment. Regardless of the manner of the affixation of any Equipment to real property, the Equipment so attached shall at all times constitute and remain personal property. Tenant retains all liability and responsibility in connection with the Equipment and the liability of Tenant to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Equipment may be lost, destroyed, stolen or damaged or for any reason whatsoever have become unavailable to Tenant. Upon the request of the Secured Parties, Tenant shall provide to the Secured Parties a current list of Equipment.

Section 5 . Financing Statements; Documentary Stamp Taxes .

(a) Tenant shall, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Secured Parties from time to time such lists, descriptions and designations of inventory, warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral and other property or rights covered by the security interest hereby granted, which the Secured Parties reasonably deem appropriate or advisable to perfect, preserve or protect their security interest in the Collateral. Tenant authorizes the Secured Parties to file any such financing statements without the signature of Tenant and Tenant will pay all applicable filing fees and related expenses. To the extent permitted by law, a carbon, photographic or other reproduction of this Agreement or a financing statement shall be sufficient as a financing statement.

(b) Tenant shall procure, pay for, affix to any and all documents and cancel any documentary tax stamps required by and in accordance with, applicable law, and Tenant shall indemnify and hold harmless the Secured Parties from and against any liability (including interest and penalties) in respect of such documentary stamp taxes.

Section 6 . Event of Default . For purposes of this Agreement, the term “ Event of Default ” shall mean (a) the occurrence of an Event of Default under the Amended Lease No. 1 or any document or agreement executed in connection therewith; (b) the failure of Tenant to comply with any of its covenants or obligations under this Agreement and the continuance thereof for a period of ten (10) Business Days after written notice thereof; (c) any representation or warranty contained herein or made by Tenant in connection herewith shall prove to have been false or misleading in any material respect when made; or (d) the occurrence of any default or event of default under any document, instrument or agreement evidencing the Obligations.

Section 7 . Remedies .

under the Uniform Commercial Code as enacted in any applicable jurisdiction, and the right, without notice to, or assent by, Tenant, in the name of Tenant or, subject to any limitations imposed by applicable Legal Requirements in the name of the Secured Parties or otherwise:

(i) with respect to the General Intangibles to ask for, demand, collect, receive, compound and give acquittance therefor or any part thereof, to extend the time of payment of, compromise or settle for cash, credit or otherwise, and upon any terms and conditions, any thereof, to exercise and enforce any rights and remedies in respect thereof, and to file any claims, commence, maintain or discontinue any actions, suits or other proceedings deemed by the Secured Parties necessary or advisable for the purpose of collecting or enforcing payment and performance thereof;

(ii) to take possession of any or all of the Collateral and to use, hold, store, operate, merge and/or control the same and to exclude Tenant and all Persons claiming under it wholly or partly therefrom, and, for that purpose, to enter, with the aid and assistance of any Person or Persons and with or without legal process, any premises where the Collateral, or any part thereof, are, or may be, placed or assembled, and to remove any such Collateral;

Collateral and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Secured Parties may be required or may elect to make, if any, for taxes, assessments, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Parties may be required or authorized to make under any provision of this Agreement (including, without limitation, reasonable legal costs and attorneys’ fees);

(iv) to execute any instrument and do all other things necessary and proper to protect and preserve and realize upon the Collateral and the other rights contemplated hereby;

(v) upon notice to such effect, to require Tenant to deliver, at Tenant’s expense, any or all Collateral which is reasonably movable to the Secured Parties at a place designated by the Secured Parties, and after delivery thereof Tenant shall have no further claim to or interest in the Collateral; and

(vi) without obligation to resort to other security, at any time and from time to time, to sell, re-sell, assign and deliver all or any of the Collateral, in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for future delivery, and at such price or prices and on such terms as the Secured Parties may determine, with the amounts realized from any such sale to be applied to the Secured Obligations in the manner determined by the Secured Parties.

Tenant hereby agrees that all of the foregoing may be effected without demand, advertisement or notice (except as hereinafter provided or as may be required by law), all of which (except as hereinafter provided) are hereby expressly waived, to the maximum extent permitted by law. The Secured Parties shall not be obligated to do any of the acts hereinabove authorized and in the event that the Secured Parties elect to do any such act, the Secured Parties shall not be responsible to Tenant.

(b) Upon the occurrence and during the continuance of an Event of Default, the Secured Parties may take legal proceedings for the appointment of a receiver or receivers (to which the Secured Parties shall be entitled as a matter of right) to take possession of the Collateral pending the sale thereof pursuant either to the powers of sale granted by this Agreement or to a judgment, order or decree made in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement. If, after the exercise of any or all of such rights and remedies, any of the Obligations shall remain unpaid or unsatisfied, Tenant shall remain liable for any deficiency or performance thereof, as applicable.

(c) Upon any sale of any of the Collateral, whether made under the power of sale hereby given or under judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement:

(i) the Secured Parties may bid for and purchase the property being sold and, upon compliance with the terms of sale, may hold, retain and possess and dispose of such property in its own absolute right without further accountability, and may, in paying the purchase money therefor, deliver any instruments evidencing the Obligations or agree to the satisfaction of all or a portion of the Obligations in lieu of cash in payment of the amount which shall be payable thereon, and such instruments, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Secured Parties after being appropriately stamped to show partial payment;

(ii) the Secured Parties may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

(iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of Tenant of, in and to the property so sold shall be divested; such sale shall be a perpetual bar both at law and in equity against Tenant, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from,

through or under Tenant, its successors or assigns;

(iv) the receipt of the Secured Parties or of the officers thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Secured Parties or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or nonapplication thereof; and

(v) to the extent that it may lawfully do so, Tenant agrees that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take advantage of, any appraisement, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Collateral or any part thereof shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other document, the Amended Lease No. 1 or any other document or agreement entered into in connection herewith or therewith, and Tenant hereby expressly waives all benefit or advantage of any such laws and covenants that it will not hinder, delay or impede the execution of any power granted or delegated to the Secured Parties in this Agreement, but will suffer and permit the execution of every such power as though no such laws were in force.

In the event of any sale of Collateral pursuant to this Section 7 , the Secured Parties shall, at least ten (10) days before such sale, give Tenant written notice of their intention to sell, except that, if the Secured Parties shall determine in their reasonable discretion that any of the Collateral threatens to decline in value, any such sale may be made upon three (3) days’ written notice to Tenant, which time periods Tenant hereby agrees are reasonable.

(d) The Secured Parties are hereby irrevocably appointed the true and lawful attorney-in-fact of Tenant in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment and transfer of the property sold pursuant to this Section 7 and for such other purposes as are necessary or desirable to effectuate the provisions of this Agreement, and for that purpose it may execute and deliver all necessary deeds, bills of sale and instruments of assignment and transfer, and may substitute one or more Persons with like power, Tenant hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof. If so requested by the Secured Parties or by any purchaser, Tenant shall ratify and confirm any such sale or transfer by executing and delivering to the Secured Parties or to such purchaser all property, deeds, bills of sale, instruments or assignment and transfer and releases as may be designated in any such request.

Section 8 . Application of Moneys . All moneys which the Secured Parties shall receive pursuant hereto shall first be applied (to the extent thereof) to the payment of all reasonable costs and expenses incurred in connection with the administration and enforcement of, or the preservation of any rights under, this Agreement or the Amended Lease No. 1 (including, without limitation, the reasonable fees and disbursements of its counsel and agents) and the balance, if any, shall be applied first to accrued and unpaid interest, charges and fees on, and then to outstanding principal of, any Obligations or any other obligations of Tenant (or its affiliates) to the Secured Parties, and then to any other amounts outstanding on any such Obligations and then as required by law to any other parties having an interest therein.

any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.

Tenant further waives any right it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. TENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

The Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Parties’ rights under this Agreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, and, to the maximum extent

permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Section 10 . Further Assurances as to Collateral; Attorney-in-Fact . From time to time hereafter, Tenant will execute and deliver, or will cause to be executed and delivered, such additional instruments, certificates or documents (including, without limitation, financing statements, renewal statements, mortgages, collateral assignments and other security documents), and will take all such actions as the Secured Parties may reasonably request, for the purposes of implementing or effectuating the provisions of this Agreement or of more fully perfecting or renewing the Secured Parties’ rights with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by Tenant which may be deemed to be a part of the Collateral) pursuant hereto and thereto. The Secured Parties are hereby appointed the attorney-in-fact, with full power of substitution, of Tenant for the purpose of carrying out the provisions of this Agreement and taking any action, including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with governmental authorities, and executing any instruments, including without limitation financing or continuation statements, deeds to secure debt, mortgages, assignments, conveyances, assignments and transfers which are required to be taken or executed by Tenant under this Agreement, on its behalf and in its name which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution, disability or incapacity of Tenant.

Section 11 . Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute,

all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

Section 12 . Appointment of Agent for Secured Parties . Each of the Secured Parties hereby appoints SNH CHS Properties Trust as its agent for the following purposes under this Agreement (including, without limitation, the full power and authority to act on the Secured Parties’ behalf for such purposes): (i) to give or receive notices, demands, claims and other communications on behalf of the Secured Parties under this Agreement and (ii) to receive and hold any and all Collateral which is to be delivered from time to time by Tenant to the Secured Parties in accordance with the terms and conditions of this Agreement.

Section 13 . Miscellaneous .

by the Secured Parties or any holder of the Obligations that it would otherwise suffer irreparable harm, and Tenant hereby consents to the issuance of such specific and injunctive relief.

(b) Any notice or demand upon Tenant or the Secured Parties shall be deemed to have been sufficiently given when given in accordance with the provisions of the Amended Lease No. 1.

(c) None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by Tenant and the Secured Parties. No notice to or demand on Tenant in any case shall entitle Tenant to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Secured Parties to any other or further action in any circumstances without notice or demand.

(d) The obligations of Tenant hereunder shall remain in full force and effect without regard to, and shall not be impaired by, (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of Tenant; (ii) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of this Agreement, the Amended Lease No. 1 or any document or agreement executed in connection herewith or therewith, the Obligations or any security for any of the Obligations; or (iii) any amendment to or modification of any of the Amended Lease No. 1 or any document or agreement executed in connection herewith or therewith, the Obligations or any security for any of the Obligations; whether or not Tenant shall have notice or knowledge of any of the foregoing. The rights and remedies of the Secured Parties herein provided for are cumulative and not exclusive of any rights or remedies which the Secured Parties would otherwise have, including, without limitation, under the Amended Lease No. 1 or any document or agreement executed in connection herewith or therewith. This Agreement is intended as a supplement for and is not intended to supersede in any respect the Amended Lease No. 1 or any document or agreement executed in connection herewith or therewith.

(e) This Agreement shall be binding upon Tenant and its successors and assigns and shall inure to the benefit of the Secured Parties, and its respective successors and assigns. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement.

(f) The descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

(g) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(h) This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where this Agreement is executed or delivered; or (ii) where any payment or other performance required by this Agreement is made or required to be made; or (iii) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principle place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than the Commonwealth of Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, to the extent that matters of title, or creation, perfection and priority of the security interests created hereby, or procedural issues of foreclosures are required to be governed by the laws of the state in which the Collateral, or relevant part thereof, is located, the laws of such State shall apply.

Section 14 . NONLIABILITY OF TRUSTEES . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE SECURED PARTIES, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “DECLARATIONS”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH

ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

Section 15 . Original Security Agreements . The Secured Parties and Tenant acknowledge and agree that this Agreement amends and restates the Original Security Agreements in their entirety with respect to the Collateral and that this Agreement shall govern the rights and obligations of the Secured Parties and Tenant with respect to the Collateral from and after the date of this Agreement. Notwithstanding the foregoing, the Original Security Agreements shall continue to govern the rights and obligations of the Secured Parties and Tenant with respect to the Collateral prior to the date of this Agreement; provided, however, that the parties acknowledge and agree that the Original Security Agreements are hereby terminated with respect to any collateral relating to the properties listed on Schedule 3 attached hereto and made a part hereof.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal as of the date first above written.

	TENANT:

	FIVE STAR QUALITY CARE TRUST


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

	Corporate Organizational Number:
	B06518864


	SECURED PARTIES:

	SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPTMNR PROPERTIES TRUST, SNH/LTA PROPERTIES TRUST, SNH/LTA PROPERTIES GA LLC, and SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President of each of the foregoing entities

[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT (LEASE NO. 1)]

SCHEDULE 1

CHIEF EXECUTIVE OFFICE:

400 Centre Street

Newton, Massachusetts 02458

PRINCIPAL PLACE OF BUSINESS:

400 Centre Street

Newton, Massachusetts 02458

SCHEDULE 2

THE FACILITIES

ARIZONA:

LA MESA HEALTHCARE CENTER

2470 S. Arizona Avenue

Yuma, Arizona 85364

SUNQUEST VILLAGE OF YUMA

265 E. 24 th Street

Yuma, Arizona 85364

CALIFORNIA:

SOMERFORD PLACE - ENCINITAS

1350 S. El Camino Real

Encinitas, California 92024

SOMERFORD PLACE - FRESNO

6075 N. Marks Avenue

Fresno, California 93711

LANCASTER HEALTHCARE CENTER

1642 West Avenue J

Lancaster, California 93534

SOMERFORD PLACE - REDLANDS

1319 Brookside Avenue

Redlands, California 92373

SOMERFORD PLACE - ROSEVILLE

110 Sterling Court

Roseville, California 95661

LEISURE POINTE

1371 Parkside Drive

San Bernardino, California 92404

VAN NUYS HEALTH CARE CENTER

6835 Hazeltine Street

Van Nuys, California 91405

COLORADO:

MANTEY HEIGHTS REHABILITATION & CARE CENTER

2825 Patterson Road

Grand Junction, Colorado 81506

CHERRELYN HEALTHCARE CENTER

5555 South Elati Street

Littleton, Colorado 80120

DELAWARE :

SOMERFORD HOUSE AND SOMERFORD PLACE — NEWARK I & II

4175 Ogletown Road and 501 S. Harmony Road

Newark, Delaware 19713

FLORIDA :

TUSCANY VILLA OF NAPLES (AKA BUENA VISTA)

8901 Tamiami Trail East

Naples, Florida 34113

GEORGIA:

COLLEGE PARK HEALTHCARE CENTER

1765 Temple Avenue

College Park, Georgia 30337

MORNINGSIDE OF COLUMBUS

7100 South Stadium Drive

Columbus, Georgia 31909

MORNINGSIDE OF DALTON

2470 Dug Gap Road

Dalton, Georgia 30720

MORNINGSIDE OF EVANS

353 N. Belair Road
Evans, Georgia 30809

IOWA:

NORTHCREST CARE & REHABILITATION

34 Northcrest Drive

Council Bluffs, Iowa 51503

UNION PARK HEALTH SERVICES

2401 E. 8 th Street

Des Moines, Iowa 50316

PARK PLACE

114 East Green Street

Glenwood, Iowa 51534

PRAIRIE RIDGE CARE & REHABILITATION

608 Prairie Street

Mediapolis, Iowa 52637

KENTUCKY:

ASHWOOD PLACE

102 Leonardwood

Frankfort, Kentucky 40601

MARYLAND:

SOMERFORD PLACE – ANNAPOLIS

2717 Riva Road

Annapolis, Maryland 21401

SOMERFORD PLACE – COLUMBIA

8220 Snowden River Parkway

Columbia, Maryland 21405

SOMERFORD PLACE – FREDERICK

2100 Whittier Drive

Frederick, Maryland 21702

SOMERFORD PLACE – HAGERSTOWN

10114 and 10116 Sharpsburg Pike

Hagerstown, Maryland 21740

MINNESOTA:

WELLSTEAD OF ROGERS

20500 and 20600 S. Diamond Lake Road

Rogers, Minnesota 55374

MISSISSIPPI:

HERMITAGE GARDENS OF OXFORD

1488 Belk Boulevard

Oxford, Mississippi 38655

HERMITAGE GARDENS OF SOUTHAVEN

108 Clarington Drive

Southaven, Mississippi 38671

MISSOURI:

ARBOR VIEW HEALTHCARE & REHABILITATION

1317 N. 36 th Street

St. Joseph, Missouri 64506

NEBRASKA:

ASHLAND CARE CENTER

1700 Furnace Street

Ashland, Nebraska 68003

BLUE HILL CARE CENTER

414 North Wilson Street

Blue Hill, Nebraska 68930

CENTRAL CITY CARE CENTER

2720 South 17 th Avenue

Central City, Nebraska 68826

ROSEBROOK CARE CENTER

106 5 th Street

Edgar, Nebraska 68935

GRETNA COMMUNITY LIVING CENTER

700 South Highway 6

Gretna, Nebraska 68028

SUTHERLAND CARE CENTER

333 Maple Street

Sutherland, Nebraska 69165

WAVERLY CARE CENTER

11041 North 137 th Street

Waverly, Nebraska 68462

PENNSYLVANIA :

ROLLING HILLS MANOR

600 Newport Drive

Pittsburgh, Pennsylvania 15234

RIDGEPOINTE ASSISTED LIVING

5301 Brownsville Road

Pittsburgh, Pennsylvania 15236

MOUNT VERNON OF SOUTH PARK

1400 Riggs Road

South Park, Pennsylvania 15129

TENNESSEE:

MORNINGSIDE OF GALLATIN

1085 Hartsville Pike

Gallatin, Tennessee 37066

WALKING HORSE MEADOWS

207 Uffelman Drive

Clarksville, Tennessee 37043

MORNINGSIDE OF BELMONT

1710 Magnolia Boulevard

Nashville, Tennessee 37212

VIRGINIA:

DOMINION VILLAGE OF CHESAPEAKE

2865 Forehand Drive

Chesapeake, Virginia 23323

DOMINION VILLAGE OF WILLIAMSBURG

4132 Longhill Road

Williamsburg, Virginia 23188

HEARTFIELDS AT RICHMOND

500 North Allen Avenue

Richmond, Virginia 23220

WISCONSIN:

BROOKFIELD REHAB & SPECIALTY (AKA) WOODLAND HEALTHCARE CENTER

18741 West Bluemound Road

Brookfield, Wisconsin 53045

MEADOWMERE-SOUTHPORT ASSISTED LIVING

8350 and 8351 Sheridan Road

Kenosha, Wisconsin 53143

MEADOWMERE-MADISON ASSISTED LIVING

5601 Burke Road

Madison, Wisconsin 53718

SUNNY HILL HEALTH CARE CENTER

4325 Nakoma Road

Madison, Wisconsin 53711

MITCHELL MANOR SENIOR LIVING

5301 West Lincoln Avenue

West Allis, Wisconsin 53219

WYOMING:

LARAMIE CARE CENTER

503 South 18 th Street

Laramie, Wyoming 82070

SCHEDULE 3

THE FACILITIES

ARIZONA:

FORUM AT DESERT HARBOR

13840 North Desert Harbor Drive

Peoria, AZ 85381

FORUM AT TUCSON

2500 North Rosemont Blvd.

Tucson, AZ 85712

CALIFORNIA:

THE REMINGTON CLUB I and II

16925 Hierba Drive and 16916 Hierba Drive

San Diego, CA 92128

RIO LAS PALMAS

877 East March Lane

Stockton, CA 95207

DELAWARE:

FOULK MANOR NORTH

1212 Foulk Road

Wilmington, DE 19803

FLORIDA:

PARK SUMMIT AT CORAL SPRINGS

8500 Royal Palm Blvd.

Coral Springs, FL 33065

CORAL OAKS

900 West Lake Road

Palm Harbor, FL 34684

GEORGIA:

SAVANNAH SQUARE

One Savannah Square Drive

Savannah, GA 31406

INDIANA:

FORUM AT THE CROSSING

8505 Woodfield Crossing Blvd.

Indianapolis, IN 46240

KANSAS:

FORUM AT OVERLAND PARK

3501 West 95th Street

Overland Park, KS 66206

KENTUCKY:

FORUM AT BROOKSIDE

200 Brookside Drive

Louisville, KY 40243

MARYLAND:

HEARTFIELDS AT EASTON

700 Port Street

Easton, MD 21601

HEARTLANDS AT ELLICOTT CITY

3004 North Ridge Road

Ellicott City, MD 21043

HEARTLANDS AT SEVERNA PARK

715 Benfield Road

Severna Park, MD 21146

ASPENWOOD

14400 Homecrest Road

Silver Springs, MD 20906

MASSACHUSETTS:

GABLES AT WINCHESTER

299 Cambridge Street

Winchester, MA 01890

NEW MEXICO:

MONTEBELLO

10500 Academy Road

Albuquerque, NM 87111

NORTH CAROLINA:

HEARTFIELDS AT CARY

1050 Crescent Green Drive

Cary, NC 27511

OHIO:

FORUM AT KNIGHTSBRIDGE

4590 and 4625 Knightsbridge Blvd.

Columbus, OH 43214

TEXAS:

FORUM AT MEMORIAL WOODS

777 North Post Oak Road

Houston, TX 77024

FORUM AT LINCOLN HEIGHTS

311 West Nottingham Road

San Antonio, TX 78209

FORUM AT WOODLANDS

5055 W Panther Creek Drive

The Woodlands, TX 77381

VIRGINIA:

MORNINGSIDE OF CHARLOTTESVILLE

491 Crestwood Drive

Charlottesville, VA 22903

HEARTFIELDS AT FREDERICKSBURG

20 HeartFields Lane

Fredericksburg, VA 22405

MORNINGSIDE OF BELLGRADE

2800 Polo Parkway

Midlothian, VA 23113

MORNINGSIDE OF NEWPORT NEWS

655 Denbigh Boulevard

Newport News, VA 23608

WISCONSIN :

MEADOWMERE - NORTHSHORE ASSISTED LIVING

10803 North Port Washington Road

Mequon, WI 53092

Exhibit 99.3

AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT

(LEASE NO. 1)

THIS AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (this “ Agreement ”) is entered into as of this 4 th day of August, 2009 by and among (i) each of the parties identified on the signature page hereof as the Subtenants (each a “ Subtenant ” and collectively, the “ Subtenants ”), and (ii) each of the parties identified on the signature page hereof as the Secured Parties (collectively, the “ Secured Parties ”).

W I T N E S S E T H :

WHEREAS , the Secured Parties and Five Star Quality Care Trust (“ Tenant ”) are parties to certain Amended and Restated Lease Agreements, dated as of June 30, 2008, as the same have been amended to date (as so amended, the “ Original Leases ”); and

WHEREAS, pursuant to various Sublease Agreements as further described on Exhibit A attached hereto as the Subleases (collectively, the “ Subleases ”), Tenant subleases certain of the premises demised under the Original Leases to the Subtenants, subject to and upon the terms and conditions set forth in the Subleases; and

WHEREAS , pursuant to the Original Leases, the Secured Parties and the Subtenants are parties to certain Amended and Restated Subtenant Security Agreements dated as of June 30, 2008, as confirmed from time to time (as so confirmed, collectively, the “ Original Subtenant Security Agreements ”), pursuant to which the Subtenants granted to such Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Original Leases which they sublease pursuant to the Subleases; and

WHEREAS , as of the date hereof, the Secured Parties and Tenant are amending and restating the Original Leases and certain other leases between affiliates of Secured Parties and affiliates of Tenant (the “ Other Leases ”) into four separate leases, one of which shall be named the Amended and Restated Master Lease Agreement(Lease No. 1) (the “ Amended Lease No.1 ”); and

WHEREAS, pursuant to the Amended Lease No. 1, the Subtenants are required to grant to the Secured Parties a first and perfected lien and security interest in certain collateral

related to the properties demised under the Amended Lease No. 1 which they sublease pursuant to the Subleases (collectively, the “ Subleased Properties ”); and

WHEREAS, in connection with the foregoing the Subtenants and the Secured Parties wish to amend and restate the Original Subtenant Security Agreements and certain subtenant security agreements executed and delivered in connection with the Other Leases into four separate subtenant security agreements, one of which shall act as security for the payment and performance of the Obligations (as hereinafter defined), all subject to and upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Subtenants and the Secured Parties hereby agree that the Original Subtenant Security Agreements are hereby amended and restated, effective as of the date hereof, to read as follows:

“ Affiliated Person ” shall have the meaning given such term in the Amended Lease No. 1.

“ Amended Lease No. 1 ” shall have the meaning given such term in the recitals to this Agreement.

“ Business Day ” shall have the meaning given such term in the Amended Lease No. 1.

“ Collateral ” shall mean all of each Subtenant’s right, title and interest in and under or arising out of all and any personal property, intangibles and fixtures of any type or description (other than Excluded Collateral), wherever located and now existing or hereafter arising, or which constitute or arise from the operation, maintenance or repair of its Subleased Properties or any portion thereof, together with any and all additions and accessions thereto and replacements, products, proceeds (including, without limitation, proceeds of insurance) and supporting obligations thereof, including, but not limited to, the following:

(a) all goods, including, without limitation, all Equipment; and

(b) all General Intangibles; and

(c) all other personal property or fixtures of any nature whatsoever which relate to the operation, maintenance or repair of each Subleased Property, or any portion thereof, and all property from time to time described in any financing statement signed by such Subtenant naming the Secured Parties as secured parties; and

(d) all claims, rights, powers or privileges and remedies relating to the foregoing or arising in connection therewith, including, without limitation, all Licenses and Permits which such Subtenant legally may grant a security interest in, rights to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval; all liens, security, guaranties, endorsements, warranties and indemnities and all insurance, eminent domain and condemnation awards and claims therefor relating thereto or arising in connection therewith; all rights to property forming the subject matter of any of the foregoing, including, without limitation, rights to stoppage in transit and rights to returned or repossessed property; all writings relating to the foregoing or arising in connection therewith; and

“ Equipment ” shall mean all buildings, structures, improvements, fixtures and items of machinery, equipment and other tangible personal property which constitute, arise from or relate to the operation, maintenance or repair of each Subtenant’s Subleased Properties or any portion thereof, together with all repairs, replacements, improvements, substitutions, extensions or renewals thereof or additions thereto, all parts, additions and accessories incorporated therein or affixed thereto, and all “equipment” as such term is

defined in the Uniform Commercial Code, and all cash and non-cash proceeds therefrom.

“ Event of Default ” shall have the meaning given such term in Section 6 .

“ Excluded Collateral ” shall mean (a) all Accounts of each Subtenant, (b) all Deposit Accounts and Securities Accounts of each Subtenant, (c) all Chattel Paper of each Subtenant, (d) all General Intangibles relating to such Accounts or Chattel Paper, (e) all Support Obligations relating to any of the foregoing, (f) all Instruments or Investment Property evidencing or arising from any Accounts or Chattel Paper, (g) all documents, books, records or other information pertaining to any of the foregoing (including, without limitation, customer lists, credit files, computer programs, printouts, tapes, discs, punch cards, data processing software and other computer materials and records and related property and rights), (h) all accessions to, substitutions for, and all replacements, products and proceeds of the foregoing (including without limitation, proceeds of insurance policies insuring any of the foregoing) and (i) any of the Subleases under which any Subtenant is a party .

“ Facilities ” shall have the meaning given such term in the Amended Lease No. 1.

“ General Intangibles ” shall mean all present and future general intangibles and contract rights (other than Excluded Collateral) which constitute, arise from or relate to the operation, maintenance or repair of each Subtenant’s Subleased Properties, or any portion thereof, including, but not limited to, all causes of action, corporate or business records, inventions, designs, patents, patent applications, trademarks, trademark registrations and applications therefor, goodwill, trade names, trade secrets, trade processes, copyrights, copyright registrations and applications therefor, franchises, customer lists, computer programs, claims under guaranties, tax refund claims, rights and claims against carriers and shippers, leases, claims under insurance policies, all rights to indemnification and all other intangible personal property of every kind and nature which constitutes, arises from or relates to the operation, maintenance or repair of such Subleased Properties, or any portion thereof.

“ Instrument ” shall have the meaning given such term in Article 9 of the Uniform Commercial Code.

“ Leased Property ” shall have the meaning given such term in the Amended Lease No. 1.

“ Licenses ” shall mean all certificates of need (if any), licenses, permits, rights of use, covenants or rights otherwise benefiting or permitting the use and operation of each Subtenant’s Subleased Properties or any part thereof pertaining to the operation, maintenance or repair of such Subleased Properties or any portion thereof.

“ Obligations ” shall mean each and every obligation and liability of Tenant to the Secured Parties under the Original Lease and Amended Lease No. 1 or any other document or agreement executed and delivered pursuant thereto, including, without limitation, the payment of the rent and the payment and performance of each and every other obligation of Tenant to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due.

“ Original Leases ” shall have the meaning given such term in the recitals to this Agreement.

“ Original Subtenant Security Agreements ” shall have the meaning given such term in the recitals to this Agreement.

“ Overdue Rate ” shall have the meaning given such term in the Amended Lease No. 1.

“ Permits ” shall mean all permits, approvals, consents, waivers, exemptions, variances, franchises, orders, authorizations, rights and licenses obtained or hereafter obtained from any federal, state or other governmental authority or agency relating to the operation, maintenance or repair of each Subtenant’s Subleased Properties, or any portion thereof.

“ Person ” shall have the meaning given such term in the Amended Lease No. 1.

“ Property ” shall have the meaning given such term in the Amended Lease No. 1.

“ Rent ” shall have the meaning given such term in the Amended Lease No. 1.

“ Secured Parties ” shall have the meaning given such term in the preamble to this Agreement.

“ Subleased Properties ” shall have the meaning given such term in the recitals.

“ Subleases ” shall have the meaning given such term in the recitals to this Agreement.

“ Subtenants ” shall have the meaning given such term in the preamble to this Agreement.

“ Tenant ” shall have the meaning given such term in the recitals to this Agreement.

“ Uniform Commercial Code ” means Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts from time to time.

Section 2 . Security Interest . As security for the prompt payment and performance of all the Obligations, each Subtenant hereby grants, pledges, transfers and assigns to the Secured Parties, their successors and assigns and all other holders from time to time of the Obligations, a continuing security interest under the Uniform Commercial Code from time to time in effect in the jurisdiction in which any of the Collateral is located in and a continuing lien upon all of such Subtenant’s right, title and interest in the Collateral, together with any and all additions thereto and replacements, products and proceeds thereof, whether now existing or hereafter arising or acquired and wherever located.

Section 3 . General Representations, Warranties and Covenants . Each Subtenant represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

(a) Each of the warranties and representations of such Subtenant contained herein or in any other document executed by such Subtenant in connection herewith are true and correct on the date hereof.

(b) Except for the lien granted to the Secured Parties pursuant to this Agreement and any liens permitted under the Amended Lease No. 1, each Subtenant is, and as to the Collateral acquired from time to time after the date hereof such Subtenant will be, the owner of all the Collateral free from any lien, security interest, encumbrance or other right, title or interest of any Person, except for the security interest of the Secured Parties therein, and such Subtenant shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Secured Parties. The lien granted in this Agreement by such Subtenant to the Secured Parties in the Collateral is not prohibited by and does not constitute a default under any

agreements or other instruments constituting a part of the Collateral, and no consent is required of any Person to effect such lien which has not been obtained.

(c) Except as permitted under the Amended Lease No. 1, there is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office covering any interest of any kind in the Collateral, or intended so to be, which has not been terminated, and so long as this Agreement remains in effect or any of the Obligations or any obligations of any Affiliated Person of such Subtenant to the Secured Parties remain unpaid, such Subtenant will not execute and there will not be on file in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interest of the Secured Parties.

(d) The chief executive office and the principal place of business of each Subtenant are as set forth in Schedule 1 and such Subtenant will not move its chief executive office or establish any other principal place of business except to such new location as such Subtenant may establish in accordance with this Section 3(d) . The location of each Facility comprising a portion of such Subtenant’s Subleased Properties is as set forth in Schedule 2 . The originals of all documents evidencing Collateral and the only original books of account and records of each Subtenant relating thereto are, and will continue to be, kept at such chief executive office or the applicable Facility, as the case may be, or at such new location as such Subtenant may establish in accordance with this Section 3(d) . No Subtenant shall move its chief executive office or establish any other principal place of business until (i) such Subtenant shall have given to the Secured Parties not less than ten (10) days’ prior written notice of its intention to do so, which notice shall clearly describe such new location and provide such other information in connection therewith as the Secured Parties may reasonably request, and (ii) with respect to such new location, such Subtenant shall have taken such action, satisfactory to the Secured Parties (including, without limitation, all action required by Section 5 ), to maintain the security interest of the Secured Parties in the Collateral.

(e) All tangible personal property owned on the date hereof by such Subtenant to be used in connection with the operation or maintenance of each Subleased Property of such

Subtenant, or any portion thereof, is located at each applicable Subleased Property or is in transit to such Subleased Property from the vendor thereof. Each Subtenant agrees that (i) all such property held by such Subtenant on the date hereof, once at each applicable Subleased Property, shall remain at such Subleased Property and (ii) all such property subsequently acquired by such Subtenant shall immediately upon acquisition be transferred to and remain at the applicable Subleased Property.

(f) Such Subtenant’s corporate name and organizational identification number are as set forth on Schedule 1 attached hereto. The name under which each of the Facilities is operated is set forth on Schedule 2 . Each Subtenant agrees that it shall not (i) change such names without providing the Secured Parties with thirty (30) days’ prior written notice and making all filings and taking all such other actions as the Secured Parties determine are necessary or appropriate to continue or perfect the security interest granted hereunder, (ii) change its corporate organizational number, nor (iii) conduct its business in any other name or take title to any Collateral in any other name while this Agreement remains in effect. Except as otherwise set forth on Schedule 1 , no Subtenant has ever had any other name or conducted business in any other name in any jurisdiction. Each Subtenant’s organizational structure is as set forth on Schedule 1 attached hereto. Subject to the terms and conditions of the Amended Lease No. 1 and the Subleases, no Subtenant shall change its organizational structure or jurisdiction of organization without giving at least thirty (30) days’ prior written notice thereof to the Secured Parties.

(g) The Secured Parties are authorized (but are under no obligation) to make, upon ten (10) Business Days’ notice to the applicable Subtenant (except in the case of exigent circumstances, in which circumstances upon such notice, if any, as may then be reasonably practical), any payments which in the Secured Parties’ opinion are necessary to:

(i) discharge any liens which have or may take priority over the lien hereof; and

No Subtenant shall have any claim against the Secured Parties by reason of its decision not to make any payments or perform such obligations permitted under this Section 3(g) . Each Subtenant shall repay to the Secured Parties any sums paid by the Secured Parties upon demand. Any sums paid and expenses incurred by the Secured Parties pursuant to this paragraph shall bear interest at the Overdue Rate.

(h) If any of the Collateral at any time becomes evidenced by an Instrument, the Subtenant which owns such Collateral shall promptly deliver such Instrument to the Secured Parties, appropriately endorsed to the order of the Secured Parties, to be held pursuant to this Agreement.

(i) No Subtenant shall sell, transfer, change the registration, if any, of, dispose of, attempt to dispose of, or substantially modify or abandon the Collateral or any material part thereof, other than as permitted under the Amended Lease No. 1, without the prior written consent of the Secured Parties. Except as permitted under the Amended Lease No. 1, no Subtenant shall create, incur, assume or suffer to exist any lien upon any of the Collateral without the prior written consent of the Secured Parties.

(j) No Subtenant shall assert against the Secured Parties any claim or defense which such Subtenant may have against any seller of the Collateral or any part thereof or against any Person with respect to the Collateral or any part thereof.

(k) Each Subtenant shall, upon demand, pay to the Secured Parties the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Parties may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Parties hereunder and under such other agreements or (iv) the failure by such Subtenant to perform or observe any of the provisions hereof.

out of this Agreement or arising out of such Subtenant’s obligations under any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or of any such other documents.

Section 4 . Special Provisions Concerning Equipment . No Subtenant shall impair the rights of the Secured Parties in the Equipment. Regardless of the manner of the affixation of any Equipment to real property, the Equipment so attached shall at all times constitute and remain personal property. Each Subtenant retains all liability and responsibility in connection with its Equipment and the liability of such Subtenant to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Equipment may be lost, destroyed, stolen or damaged or for any reason whatsoever have become unavailable to such Subtenant. Upon the request of the Secured Parties, any Subtenant shall provide to the Secured Parties a current list of its Equipment.

Section 5 . Financing Statements; Documentary Stamp Taxes .

(a) Each Subtenant shall, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Secured Parties from time to time such lists, descriptions and designations of inventory, warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral and other property or rights covered by the security interest hereby granted, which the Secured Parties reasonably deem appropriate or advisable to perfect, preserve or protect their security interest in the Collateral. Each Subtenant authorizes the Secured Parties to file any such financing statements without the signature of such Subtenant and such Subtenant will pay all applicable filing fees and related expenses. To the extent permitted by law, a carbon, photographic or other reproduction of this Agreement or a financing statement shall be sufficient as a financing statement.

(b) Each Subtenant shall procure, pay for, affix to any and all documents and cancel any documentary tax stamps required by and in accordance with, applicable law with respect to its Collateral, and the Subtenants shall indemnify and hold harmless the Secured Parties from and against any liability

(including interest and penalties) in respect of such documentary stamp taxes.

Section 6 . Event of Default . For purposes of this Agreement, the term “ Event of Default ” shall mean (a) the occurrence of an Event of Default under the Amended Lease No. 1 or any document or agreement executed in connection therewith; (b) the failure of any Subtenant to comply with any of its covenants or obligations under this Agreement and the continuance thereof for a period of ten (10) Business Days after written notice thereof; (c) any representation or warranty contained herein or made by any Subtenant in connection herewith shall prove to have been false or misleading in any material respect when made; or (d) the occurrence of any default or event of default under any document, instrument or agreement evidencing the Obligations.

Section 7 . Remedies .

(a) Upon the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies now or hereafter granted under applicable law, under the Amended Lease No. 1 or under any other documents or agreements entered into in connection herewith or therewith, and not by way of limitation of any such rights and remedies, the Secured Parties shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any applicable jurisdiction, and the right, without notice to, or assent by, any Subtenant, in the name of such Subtenant or in the name of the Secured Parties or otherwise:

(ii) to take possession of any or all of the Collateral and to use, hold, store, operate, merge and/or control the same and to exclude

such Subtenant and all Persons claiming under it wholly or partly therefrom, and, for that purpose, to enter, with the aid and assistance of any Person or Persons and with or without legal process, any premises where the Collateral, or any part thereof, are, or may be, placed or assembled, and to remove any such Collateral;

(iii) from time to time, at the expense of such Subtenant, to make all such repairs, replacements, alterations, additions and improvements to and of the Collateral as the Secured Parties may reasonably deem proper; to carry on the business and to exercise all rights and powers of such Subtenant in respect to the Collateral, as the Secured Parties shall deem best, including the right to enter into any and all such agreements with respect to the leasing, management and/or operation of the Collateral or any part thereof as the Secured Parties may see fit; to collect and receive all rents, issues, profits, fees, revenues and other income of the same and every part thereof which rents, issues, profits, fees, revenues and other income may be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Secured Parties may be required or may elect to make, if any, for taxes, assessments, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Parties may be required or authorized to make under any provision of this Agreement (including, without limitation, reasonable legal costs and attorneys’ fees);

(iv) to execute any instrument and do all other things necessary and proper to protect and preserve and realize upon the Collateral and the other rights contemplated hereby;

(v) upon notice to such effect, to require any Subtenant to deliver, at such Subtenant’s expense, any or all Collateral which is reasonably movable to the Secured Parties at a

place designated by the Secured Parties, and after delivery thereof such Subtenant shall have no further claim to or interest in the Collateral; and

(vi) without obligation to resort to other security, at any time and from time to time, to sell, re-sell, assign and deliver all or any of the Collateral, in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for future delivery, and at such price or prices and on such terms as the Secured Parties may determine, with the amounts realized from any such sale to be applied to the Obligations in the manner determined by the Secured Parties.

Each Subtenant hereby agrees that all of the foregoing may be effected without demand, advertisement or notice (except as hereinafter provided or as may be required by law), all of which (except as hereinafter provided) are hereby expressly waived, to the maximum extent permitted by law. The Secured Parties shall not be obligated to do any of the acts hereinabove authorized and in the event that the Secured Parties elect to do any such act, the Secured Parties shall not be responsible to any Subtenant.

(b) Upon the occurrence and during the continuance of an Event of Default, the Secured Parties may take legal proceedings for the appointment of a receiver or receivers (to which the Secured Parties shall be entitled as a matter of right) to take possession of the Collateral pending the sale thereof pursuant either to the powers of sale granted by this Agreement or to a judgment, order or decree made in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement. If, after the exercise of any or all of such rights and remedies, any of the Obligations shall remain unpaid or unsatisfied, such Subtenant shall remain liable for any deficiency or performance thereof, as applicable.

(ii) the Secured Parties may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

(iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Subtenant of, in and to the property so sold shall be divested; such sale shall be a perpetual bar both at law and in equity against such Subtenant, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Subtenant, its successors or assigns;

(v) to the extent that it may lawfully do so, each Subtenant agrees that it will not at any time

insist upon, or plead, or in any manner whatsoever claim or take advantage of, any appraisement, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Collateral or any part thereof shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other document, the Amended Lease No. 1 or any other document or agreement entered into in connection herewith or therewith, and each Subtenant hereby expressly waives all benefit or advantage of any such laws and covenants that it will not hinder, delay or impede the execution of any power granted or delegated to the Secured Parties in this Agreement, but will suffer and permit the execution of every such power as though no such laws were in force.

In the event of any sale of Collateral pursuant to this Section 7 , the Secured Parties shall, at least ten (10) days before such sale, give the applicable Subtenant written notice of its intention to sell, except that, if the Secured Parties shall determine in its reasonable discretion that any of such Collateral threatens to decline in value, any such sale may be made upon three (3) days’ written notice to the applicable Subtenant, which time periods each Subtenant hereby agrees are reasonable.

(d) The Secured Parties are hereby irrevocably appointed the true and lawful attorney-in-fact of each Subtenant in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment and transfer of the property sold pursuant to this Section 7 and for such other purposes as are necessary or desirable to effectuate the provisions of this Agreement, and for that purpose it may execute and deliver all necessary deeds, bills of sale and instruments of assignment and transfer, and may substitute one or more Persons with like power, each Subtenant hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof. If so requested by the Secured Parties or by any purchaser, each Subtenant shall ratify and confirm any such sale or transfer by executing and delivering to the Secured Parties or to such purchaser all property, deeds, bills of sale, instruments or assignment and transfer and releases as may be designated in any such request.

Section 8 . Application of Moneys . All moneys which the Secured Parties shall receive pursuant hereto shall first be applied (to the extent thereof) to the payment of all reasonable costs and expenses incurred in connection with the administration and enforcement of, or the preservation of any rights under, this Agreement or the Amended Lease No. 1 (including, without limitation, the reasonable fees and disbursements of its counsel and agents) and the balance, if any, shall be applied first to accrued and unpaid interest, charges and fees on, and then to outstanding principal of, any Obligations or any other obligations of Tenant or the Subtenants (or their affiliates) to the Secured Parties, and then to any other amounts outstanding on any such Obligations and then as required by law to any other parties having an interest therein.

Section 9 . Waivers, Etc. Each Subtenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between any Subtenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.

Each Subtenant further waives any right it may have under the constitution of any state or commonwealth in which any of the Collateral may be located, or under the Constitution of the United States of America, to notice (except for notice specifically required hereby) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Secured Parties, and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

The Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Parties’ rights under this Agreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, and, to the maximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

Section 10 . Further Assurances as to Collateral; Attorney-in-Fact . From time to time hereafter, each Subtenant will execute and deliver, or will cause to be executed and delivered, such additional instruments, certificates or documents (including, without limitation, financing statements, renewal statements, mortgages, collateral assignments and other security documents), and will take all such actions as the Secured Parties may reasonably request, for the purposes of implementing or effectuating the provisions of this Agreement or of more fully perfecting or renewing the Secured Parties’ rights with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by such Subtenant which may be deemed to be a part of the Collateral) pursuant hereto and thereto. The Secured Parties are hereby

appointed the attorney-in-fact, with full power of substitution, of the Subtenants for the purpose of carrying out the provisions of this Agreement and taking any action, including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with governmental authorities, and executing any instruments, including without limitation financing or continuation statements, deeds to secure debt, mortgages, assignments, conveyances, assignments and transfers which are required to be taken or executed by any Subtenant under this Agreement, on its behalf and in its name which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution, disability or incapacity of such Subtenant.

Section 11 . Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such

parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award

issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Section 12 . Appointment of Agent for Secured Parties . Each of the Secured Parties hereby appoints SNH CHS Properties Trust as its agent for the following purposes under this Agreement (including, without limitation, the full power and authority to act on the Secured Parties’ behalf for such purposes): (i) to give or receive notices, demands, claims and other communications on behalf of the Secured Parties under this Agreement, and (ii) to receive and hold any and all Collateral which is to be delivered from time to time by the Subtenants to the Secured Parties in accordance with the terms and conditions of this Agreement.

Section 13 . Notices . (a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with electronic confirmation of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of electronic confirmation of receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

if to the Secured Parties to:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]

if to any Subtenant to:

c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

(d) By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective notice addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America or to such other address as the party to whom such notice is directed may have designated in writing to the other parties hereto.

Section 14 . Miscellaneous .

(a) Each Subtenant agrees that its obligations and the rights of the Secured Parties hereunder and in respect of the Obligations may be enforced by specific performance hereof and thereof and by temporary, preliminary and/or final injunctive relief relating hereto and thereto, without necessity for proof by the Secured Parties or any holder of the Obligations that it would otherwise suffer irreparable harm, and each Subtenant hereby consents to the issuance of such specific and injunctive relief.

(b) None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Subtenants and the Secured Parties. No notice to or demand on any Subtenant in any case shall entitle any Subtenant to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the

Secured Parties to any other or further action in any circumstances without notice or demand.

(c) The obligations of each Subtenant hereunder shall remain in full force and effect without regard to, and shall not be impaired by, (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of Tenant; (ii) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of this Agreement, the Amended Lease No. 1 or any document or agreement executed in connection herewith or therewith, the Obligations or any security for any of the Obligations; or (iii) any amendment to or modification of any of the Amended Lease No. 1 or any document or agreement executed in connection herewith or therewith, the Obligations or any security for any of the Obligations; whether or not such Subtenant shall have notice or knowledge of any of the foregoing. The rights and remedies of the Secured Parties herein provided for are cumulative and not exclusive of any rights or remedies which the Secured Parties would otherwise have, including, without limitation, under the Amended Lease No. 1 or any document or agreement executed in connection herewith or therewith. This Agreement is intended as a supplement for and is not intended to supersede in any respect the Amended Lease No. 1 or any document or agreement executed in connection herewith or therewith.

(d) This Agreement shall be binding upon each Subtenant and its successors and assigns and shall inure to the benefit of the Secured Parties, and its respective successors and assigns. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement.

(e) The descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

(f) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(g) This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the

Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where this Agreement is executed or delivered; or (ii) where any payment or other performance required by this Agreement is made or required to be made; or (iii) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principle place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than the Commonwealth of Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, to the extent that matters of title, or creation, perfection and priority of the security interests created hereby, or procedural issues of foreclosures are required to be governed by the laws of the state in which the Collateral, or relevant part thereof, is located, the laws of such State shall apply.

Section 15 . NONLIABILITY OF TRUSTEES . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE SECURED PARTIES, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “DECLARATIONS”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

Section 16 . Original Security Agreements . The Secured Parties and Subtenants acknowledge and agree that this Agreement amends and restates the Original Subtenant Security Agreements in their entirety with respect to the Collateral and that this Agreement shall govern the rights and obligations of the Secured Parties and Subtenants with respect to the Collateral from and after the date of this Agreement. Notwithstanding the foregoing, the Original Subtenant Security Agreements shall continue to govern the rights and obligations of the Secured Parties and Subtenants with respect to the Collateral prior to the date of this Agreement; provided, however, that the parties acknowledge and agree that the Original Subtenant Security Agreements are hereby terminated with respect to any collateral relating to the properties listed on Schedule 3 attached hereto and made a part hereof.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal as of the date first above written.

	SUBTENANTS:

	ANNAPOLIS HERITAGE PARTNERS, LLC,
	COLUMBIA HERITAGE PARTNERS, LLC,
	ENCINITAS HERITAGE PARTNERS, LLC,
	FIVE STAR QUALITY CARE-AZ, LLC,
	FIVE STAR QUALITY CARE-CA, LLC,
	FIVE STAR QUALITY CARE-COLORADO, LLC,
	FIVE STAR QUALITY CARE-FL, LLC,
	FIVE STAR QUALITY CARE-GA, LLC,
	FIVE STAR QUALITY CARE-GHV, LLC,
	FIVE STAR QUALITY CARE-IA, INC.,
	FIVE STAR QUALITY CARE-IA, LLC,
	FIVE STAR QUALITY CARE-MN, LLC,
	FIVE STAR QUALITY CARE-MO, LLC,
	FIVE STAR QUALITY CARE-MS, LLC,
	FIVE STAR QUALITY CARE-NE, LLC,
	FIVE STAR QUALITY CARE-NE, INC.,
	FIVE STAR QUALITY CARE-VA, LLC,
	FIVE STAR QUALITY CARE-WI, LLC,
	FIVE STAR QUALITY CARE-WY, LLC,
	FREDERICK HERITAGE PARTNERS, LLC,
	HAGERSTOWN HERITAGE PARTNERS, LLC,
	MORNINGSIDE OF BELMONT, LLC,
	MORNINGSIDE OF GALLATIN, LLC ,
	NEWARK HERITAGE PARTNERS I, LLC,
	NEWARK HERITAGE PARTNERS II, LLC, and
	REDLANDS HERITAGE PARTNERS, LLC


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President of each of the foregoing entities

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (LEASE NO. 1)]

FRESNO HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP, and ROSEVILLE HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP

	By:	Hamilton Place, LLC,
		General Partner of each of the foregoing entities


		By:	/s/ Bruce J. Mackey Jr.
			Bruce J. Mackey Jr.
			President


MORNINGSIDE OF COLUMBUS, L.P., MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP, MORNINGSIDE OF EVANS, LIMITED PARTNERSHIP, and MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP

	By:	LifeTrust America, Inc.,
		General Partner of each of the foregoing entities


		By:	/s/ Bruce J. Mackey Jr.
			Bruce J. Mackey Jr.
			President

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (LEASE NO. 1)]

	SECURED PARTIES:

	SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SPTMNR PROPERTIES TRUST, SNH/LTA PROPERTIES TRUST, SNH/LTA PROPERTIES GA LLC, and SNH SOMERFORD PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President of each of the foregoing entities

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (LEASE NO. 1)]

EXHIBIT A

SUBLEASES

1. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-AZ, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

2. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-CA, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

3. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-Colorado, LLC, Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that

certain Letter Agreement dated as of June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

4. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IA, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

5. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IA, Inc., a Delaware corporation, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

6. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-NE, Inc., a Delaware corporation, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality

Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

7. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-WY, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

8. Sublease Agreement, dated June 23, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MO, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

9. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Columbus, L.P., a Delaware limited partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

10. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Dalton, Limited Partnership, a Delaware limited partnership, as subtenant,

as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

11. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Evans, Limited Partnership, a Delaware limited partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

12. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Gallatin, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

13. Sublease Agreement, dated October 31, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

14. Sublease Agreement, dated September 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as Sublandlord, and Five Star Quality Care-FL, LLC, a Delaware limited liability company, as Subtenant, as amended by that

certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

15. Sublease Agreement, dated October 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as Sublandlord, and Five Star Quality Care-MS, LLC, a Maryland limited liability company, as Subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

16. Second Amended and Restated Sublease Agreement, dated November 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GA, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

17. Second Amended and Restated Sublease Agreement, dated November 6, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as Sublandlord, and Morningside of Kentucky, Limited Partnership, a Delaware limited partnership, as Subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

18. Amended and Restated Sublease Agreement, dated January 1, 2007, by and between Five Star Quality Care Trust, a

Maryland business trust, and Morningside of Belmont, LLC, a Delaware limited liability company, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants .

19. Second Amended and Restated Sublease Agreement, dated February 17, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-NE, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

20. Sublease Agreement, dated March 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MN, LLC, a Maryland limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

21. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Annapolis Heritage Partners, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

22. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Columbia Heritage Partners, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

23. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Encinitas Heritage Partners, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

24. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Frederick Heritage Partners, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

25. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Fresno Heritage Partners, A California Limited Partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

26. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Hagerstown Heritage Partners, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

27. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Newark Heritage Partners I, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

28. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Newark Heritage Partners II, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

29. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Redlands Heritage Partners, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

30. Sublease Agreement, dated March 31, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Roseville Heritage Partners, A California Limited Partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants , as further amended by that certain Letter Agreement dated August 4, 2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

32. Second Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-WI, LLC, a Delaware limited liability company, as subtenant.

SCHEDULE 1

Subtenant Name, Organizational Structure & Corporate Identification Number:	Chief Executive Office & Principal Place of Business:	Other Names
Annapolis Heritage Partners, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	None.
Columbia Heritage Partners, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	None.
Encinitas Heritage Partners, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-AZ, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	SHOPCO-AZ, LLC
Five Star Quality Care-CA, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	SHOPCO-CA, LLC
Five Star Quality Care-Colorado, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	SHOPCO-Colorado, LLC
Five Star Quality Care-FL, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-GA, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	SHOPCO-GA, LLC
Five Star Quality Care-GHV, LLC, a Maryland limited liability company No.	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-IA, Inc., a Delaware corporation No:	400 Centre Street Newton, MA 02458	SHOPCO-IA, INC.
Five Star Quality Care-IA, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	SHOPCO-IA, LLC
Five Star Quality Care-MN, LLC, a Maryland limited liability company No.	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-MO, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	SHOPCO-MO, LLC
Five Star Quality Care-MS, LLC, a Maryland limited liability company No.	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-NE, Inc., a Delaware corporation No:	400 Centre Street Newton, MA 02458	SHOPCO-NE, Inc.
Five Star Quality Care-NE, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	SHOPCO-NE, LLC
Five Star Quality Care-VA, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	None.

Subtenant Name, Organizational Structure & Corporate Identification Number:	Chief Executive Office & Principal Place of Business:	Other Names
Five Star Quality Care-WI, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	SHOPCO-WI, LLC
Five Star Quality Care-WY, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	SHOPCO-WY, LLC
Frederick Heritage Partners, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	None.
Fresno Heritage Partners, a California Limited Partnership, a California limited partnership No.	400 Centre Street Newton, MA 02458	None.
Hagerstown Heritage Partners, LLC, a Delaware limited liability company No:	400 Centre Street Newton, MA 02458	None.
Morningside of Belmont, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	None.
Morningside of Columbus, L.P., a Delaware limited partnership No.	400 Centre Street Newton, MA 02458	None.
Morningside of Dalton, Limited Partnership, a Delaware limited partnership No.	400 Centre Street Newton, MA 02458	None.
Morningside of Evans, Limited Partnership, a Delaware limited partnership No.	400 Centre Street Newton, MA 02458	None.
Morningside of Gallatin, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	None.
Morningside of Kentucky, Limited Partnership, a Delaware limited partnership No.	400 Centre Street Newton, MA 02458	None.
Newark Heritage Partners I, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	None.
Newark Heritage Partners II, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	None.
Redlands Heritage Partners, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	None.
Roseville Heritage Partners, a California Limited Partnership, a California limited partnership No.	400 Centre Street Newton, MA 02458	None.

SCHEDULE 2

The Facilities

State:	Facility:	Subtenant:

ARIZONA :	LA MESA HEALTHCARE CENTER 2470 S. Arizona Avenue Yuma, Arizona 85364	Five Star Quality Care-AZ, LLC

	SUNQUEST VILLAGE OF YUMA 265 E. 24 th Street Yuma, Arizona 85364	Five Star Quality Care-AZ, LLC

CALIFORNIA :	SOMERFORD PLACE - ENCINITAS 1350 S. El Camino Real Encinitas, California 92024	Encinitas Heritage Partners, LLC

	SOMERFORD PLACE - FRESNO 6075 N. Marks Avenue Fresno, California 93711	Fresno Heritage Partners, A California Limited Partnership

	LANCASTER HEALTHCARE CENTER 1642 West Avenue J Lancaster, CA 93534	Five Star Quality Care-CA, LLC

	LEISURE POINTE 1371 Parkside Drive San Bernardino, CA 92404	Five Star Quality Care-CA, LLC

	VAN NUYS HEALTH CARE CENTER 6835 Hazeltine Street Van Nuys, CA 91405	Five Star Quality Care-CA, LLC

	SOMERFORD PLACE - REDLANDS 1319 Brookside Avenue Redlands, California 92373	Redlands Heritage Partners, LLC

	SOMERFORD PLACE - ROSEVILLE 110 Sterling Court Roseville, California 95661	Roseville Heritage Partners, A California Limited Partnership

State:	Facility:	Subtenant:

COLORADO :	MANTEY HEIGHTS REHABILITATION & CARE CENTER 2825 Patterson Road Grand Junction, CO 81506	Five Star Quality Care-Colorado, LLC

	CHERRELYN HEALTHCARE CENTER 5555 South Elati Street Littleton, CO 80120	Five Star Quality Care-Colorado, LLC

DELAWARE :	SOMERFORD HOUSE AND SOMERFORD PLACE – NEWARK I & II 4175 Ogletown Road and 501 S. Harmony Road Newark, Delaware 19713	Newark Heritage Partners I, LLC and Newark Heritage Partners II, LLC

FLORIDA :	TUSCANY VILLA OF NAPLES (AKA BUENA VISTA) 8901 Tamiami Trail East Naples, Florida 34113	Five Star Quality Care-FL, LLC

GEORGIA :	COLLEGE PARK HEALTHCARE CENTER 1765 Temple Avenue College Park, GA 30337	Five Star Quality Care-GA, LLC

	MORNINGSIDE OF COLUMBUS 7100 South Stadium Drive Columbus, GA 31909	Morningside of Columbus, L.P.

	MORNINGSIDE OF DALTON 2470 Dug Gap Road Dalton, GA 30720	Morningside of Dalton, Limited Partnership

	MORNINGSIDE OF EVANS 353 N. Belair Road Evans, GA 30809	Morningside of Evans, Limited Partnership

IOWA :	NORTHCREST CARE & REHABILITATION 34 Northcrest Drive Council Bluffs, Iowa 51503	Five Star Quality Care-IA, LLC

	UNION PARK HEALTH SERVICES 2401 E. 8 th Street Des Moines, Iowa 50316	Five Star Quality Care-IA, Inc.

State:	Facility:	Subtenant:

	PARK PLACE 114 East Green Street Glenwood, IA 51534	Five Star Quality Care-IA, Inc.

	PRAIRIE RIDGE CARE & REHABILITATION 608 Prairie Street Mediapolis, IA 52637	Five Star Quality Care-IA, LLC

KENTUCKY :	ASHWOOD PLACE 102 Leonardwood Frankfort, KY 40601	Morningside of Kentucky, Limited Partnership

MARYLAND :	SOMERFORD PLACE — ANNAPOLIS 2717 Riva Road Annapolis, Maryland 21401	Annapolis Heritage Partners, LLC

	SOMERFORD PLACE — COLUMBIA 8220 Snowden River Parkway Columbia, Maryland 21405	Columbia Heritage Partners, LLC

	SOMERFORD PLACE — FREDERICK 2100 Whittier Drive Frederick, Maryland 21702	Frederick Heritage Partners, LLC

	SOMERFORD PLACE — HAGERSTOWN 10114 and 10116 Sharpsburg Pike Hagerstown, Maryland 21740	Hagerstown Heritage Partners, LLC

MINNESOTA :	WELLSTEAD OF ROGERS 20500 and 20600 S. Diamond Lake Road Rogers, MN 55374	Five Star Quality Care-MN, LLC

MISSISSIPPI :	HERMITAGE GARDENS OF OXFORD 1488 Belk Boulevard Oxford, MS 38655	Five Star Quality Care-MS, LLC

State:	Facility:	Subtenant:

	HERMITAGE GARDENS OF SOUTHAVEN 108 Clarington Drive Southaven, MS 38671	Five Star Quality Care-MS, LLC

MISSOURI :	ARBOR VIEW HEALTHCARE & REHABILITATION 1317 N. 36 th Street St. Joseph, Missouri 64506	Five Star Quality Care-MO, LLC

NEBRASKA :	ASHLAND CARE CENTER 1700 Furnace Street Ashland, NE 68003	Five Star Quality Care-NE, LLC

	BLUE HILL CARE CENTER 414 North Wilson Street Blue Hill, NE 68930	Five Star Quality Care-NE, LLC

	CENTRAL CITY CARE CENTER 2720 South 17 th Avenue Central City, NE 68462	Five Star Quality Care-NE, Inc.

	ROSEBROOK CARE CENTER 106 5 th Street Edgar, Nebraska 68935	Five Star Quality Care-NE, Inc.

	GRETNA COMMUNITY CARE CENTER 700 South Highway 6 Gretna, NE 68028	Five Star Quality Care-NE, LLC

	SUTHERLAND CARE CENTER 333 Maple Street Sutherland, NE 69165	Five Star Quality Care-NE, LLC

	WAVERLY CARE CENTER 11041 North 137 th Street Waverly, NE 68462	Five Star Quality Care-NE, LLC

PENNSYLVANIA :	ROLLING HILLS MANOR 600 Newport Drive Pittsburgh, Pennsylvania 15234	Five Star Quality Care-GHV, LLC

State:	Facility:	Subtenant:

	RIDGEPOINTE ASSISTED LIVING 5301 Brownsville Road Pittsburgh, PA 15236	Five Star Quality Care-GHV, LLC

	MOUNT VERNON OF SOUTH PARK 1400 Riggs Road South Park, PA 15129	Five Star Quality Care-GHV, LLC

TENNESSEE :	MORNINGSIDE OF GALLATIN 1085 Hartsville Pike Gallatin, TN 37066	Morningside of Gallatin, LLC

	WALKING HORSE MEADOWS 207 Uffelman Drive Clarksville, TN 37043	Morningside of Belmont, LLC

	MORNINGSIDE OF BELMONT 1710 Magnolia Boulevard Nashville, TN 37212	Morningside of Belmont, LLC

VIRGINIA :	DOMINION VILLAGE AT CHESAPEAKE 2865 Forehand Drive Chesapeake, VA 23323	Five Star Quality Care-VA, LLC

	DOMINION VILLAGE AT WILLIAMSBURG 4132 Longhill Road Williamsburg, VA 23188	Five Star Quality Care-VA, LLC

	HEARTFIELDS AT RICHMOND 500 North Allen Avenue Richmond, VA 23220	Five Star Quality Care-VA, LLC

WISCONSIN :	BROOKFIELD REHAB & SPECIALTY (AKA) WOODLAND HEALTHCARE CENTER 18741 West Bluemound Road Brookfield, WI 53045	Five Star Quality Care-WI, LLC

	MEADOWMERE-SOUTHPORT ASSISTED LIVING 8350 and 8351 Sheridan Road Kenosha, WI 53143	Five Star Quality Care-WI, LLC

State:	Facility:	Subtenant:

	MEADOWMERE-MADISON ASSISTED LIVING 5601 Burke Road Madison, WI 53718	Five Star Quality Care-WI, LLC

	SUNNY HILL HEALTH CARE CENTER 4325 Nakoma Road Madison, Wisconsin 53711	Five Star Quality Care-WI, LLC

	MITCHELL MANOR SENIOR LIVING 5301 West Lincoln Avenue West Allis, WI 53219	Five Star Quality Care-WI, LLC

WYOMING :	LARAMIE CARE CENTER 503 South 18 th Street Laramie, WY 82070	Five Star Quality Care-WY, LLC

SCHEDULE 3

THE FACILITIES

ARIZONA:

FORUM AT DESERT HARBOR
13840 North Desert Harbor Drive
Peoria, AZ 85381

FORUM AT TUCSON
2500 North Rosemont Blvd.
Tucson, AZ 85712

CALIFORNIA:

THE REMINGTON CLUB I and II
16925 Hierba Drive and 16916 Hierba Drive
San Diego, CA 92128

RIO LAS PALMAS
877 East March Lane
Stockton, CA 95207

DELAWARE:

FOULK MANOR NORTH
1212 Foulk Road
Wilmington, DE 19803

FLORIDA:

PARK SUMMIT AT CORAL SPRINGS
8500 Royal Palm Blvd.
Coral Springs, FL 33065

CORAL OAKS
900 West Lake Road
Palm Harbor, FL 34684

GEORGIA:

SAVANNAH SQUARE
One Savannah Square Drive
Savannah, GA 31406

INDIANA:

FORUM AT THE CROSSING
8505 Woodfield Crossing Blvd.
Indianapolis, IN 46240

KANSAS:

FORUM AT OVERLAND PARK
3501 West 95th Street
Overland Park, KS 66206

KENTUCKY:

FORUM AT BROOKSIDE
200 Brookside Drive
Louisville, KY 40243

MARYLAND:

HEARTFIELDS AT EASTON
700 Port Street
Easton, MD 21601

HEARTLANDS AT ELLICOTT CITY
3004 North Ridge Road
Ellicott City, MD 21043

HEARTLANDS AT SEVERNA PARK
715 Benfield Road
Severna Park, MD 21146

ASPENWOOD
14400 Homecrest Road
Silver Springs, MD 20906

MASSACHUSETTS:

GABLES AT WINCHESTER
299 Cambridge Street
Winchester, MA 01890

NEW MEXICO:

MONTEBELLO
10500 Academy Road
Albuquerque, NM 87111

NORTH CAROLINA:

HEARTFIELDS AT CARY
1050 Crescent Green Drive
Cary, NC 27511

OHIO:

FORUM AT KNIGHTSBRIDGE
4590 and 4625 Knightsbridge Blvd.
Columbus, OH 43214

TEXAS:

FORUM AT MEMORIAL WOODS
777 North Post Oak Road
Houston, TX 77024

FORUM AT LINCOLN HEIGHTS
311 West Nottingham Road
San Antonio, TX 78209

FORUM AT WOODLANDS
5055 W Panther Creek Drive
The Woodlands, TX 77381

VIRGINIA:

MORNINGSIDE OF CHARLOTTESVILLE
491 Crestwood Drive
Charlottesville, VA 22903

HEARTFIELDS AT FREDERICKSBURG
20 HeartFields Lane
Fredericksburg, VA 22405

MORNINGSIDE OF BELLGRADE
2800 Polo Parkway
Midlothian, VA 23113

MORNINGSIDE OF NEWPORT NEWS
655 Denbigh Boulevard
Newport News, VA 23608

WISCONSIN :

MEADOWMERE - NORTHSHORE ASSISTED LIVING
10803 North Port Washington Road
Mequon, WI 53092

Exhibit 99.4

AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT

( LEASE NO. 2 )

W I T N E S S E T H :

WHEREAS , this Guaranty amends and restates the Original Subtenant Guarantees with respect to that certain Amended and Restated Lease Agreement, dated as of the date hereof, between Landlord and Five Star Quality Care Trust, a Maryland business trust, FS Commonwealth LLC, a Maryland limited liability company, FS Patriot LLC, a Maryland limited liability company, and FS Tenant Holding Company Trust, a Maryland business trust (collectively, “ Tenant ”) (as the same may be amended, modified or supplemented from time to time, the “ Amended Lease No. 2 ”);

WHEREAS , the transactions contemplated by the Amended Lease No. 2 are of direct material benefit to the Subtenant Guarantors;

1. Certain Terms . Capitalized terms used and not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the Amended Lease No. 2. The Amended Lease No. 2 and the Incidental Documents are hereinafter collectively referred to as the “ Amended Lease No. 2 Documents ”.

2. Guaranteed Obligations . For purposes of this Guaranty the term “ Guaranteed Obligations ” shall mean the payment and performance of each and every obligation of Tenant to Landlord under the Amended Lease No. 2 and the Amended Lease No. 2 Documents or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Amended Lease No. 2.

3. Representations and Covenants . Each Subtenant Guarantor jointly and severally represents, warrants, covenants, and agrees that:

3.1 Incorporation of Representations and Warranties . The representations and warranties of Tenant and its Affiliated Persons set forth in the Amended Lease No. 2 Documents are true and correct on and as of the date hereof in all material respects.

3.3 Validity of Agreement . Each Subtenant Guarantor has duly and validly executed and delivered this Guaranty; this Guaranty constitutes the legal, valid and binding obligation of such Subtenant Guarantor, enforceable against such Subtenant Guarantor in accordance with its terms, except as the

enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Guaranty have been duly authorized by all requisite action of such Subtenant Guarantor and such execution, delivery and performance by such Subtenant Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of such Subtenant Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.

3.5 Notices . Each Subtenant Guarantor shall promptly give notice to Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.

3.6 Reports . Each Subtenant Guarantor shall promptly provide to Landlord each of the financial reports, certificates and other documents required of it under the Amended Lease No. 2 Documents.

3.7 Books and Records . Each Subtenant Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its transactions in accordance with generally accepted accounting principles and shall set aside on its books from its earnings for each fiscal year all such proper reserves, including

reserves for depreciation, depletion, obsolescence and amortization of its properties during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Each Subtenant Guarantor shall permit access by Landlord and its agents to the books and records maintained by such Subtenant Guarantor during normal business hours and upon reasonable notice. Any proprietary information obtained by Landlord with respect to such Subtenant Guarantor pursuant to the provisions of this Guaranty shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to any court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential.

3.9 Legal Existence of Subtenant Guarantors . Each Subtenant Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

3.10 Compliance . Each Subtenant Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation,

applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls).

3.13 No Change in Control . No Subtenant Guarantor shall permit the occurrence of any direct or indirect Change in Control of Tenant or of such Subtenant Guarantor.

4. Guarantee . Each Subtenant Guarantor hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to any Amended Lease No. 2 Document, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Amended Lease No. 2 Documents. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, the Subtenant Guarantors shall, in the case of monetary obligations, within five (5) Business Days after receipt of notice from Landlord, pay or cause to be paid to Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Amended Lease No. 2 Documents) or, in the case of non-monetary obligations, perform or cause to be performed such obligations in accordance with the Amended Lease No. 2 Documents.

6. Unenforceability of Guaranteed Obligations, Etc. If Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Amended Lease No. 2 Documents), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of any Amended Lease No. 2 Document or any limitation on the liability of Tenant thereunder not contemplated by the Amended Lease No. 2 Documents or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Guaranty shall nevertheless remain in full force and effect and shall be binding upon each Subtenant Guarantor to the same extent as if such Subtenant Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.

8. Consents and Waivers, Etc. Each Subtenant Guarantor hereby acknowledges receipt of correct and complete copies of each of the Amended Lease No. 2 Documents, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any principal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of this Guaranty and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or Event of Default under any of the Guaranteed Obligations or the Amended Lease No. 2 Documents, (d) notice of the terms, time and place of any private or public sale of any

collateral held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Amended Lease No. 2 Documents, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the extent such Subtenant Guarantor lawfully may do so, any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Guaranty, or any of the Amended Lease No. 2 Documents or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Amended Lease No. 2 Documents).

9. No Impairment, Etc. The obligations, covenants, agreements and duties of each of the Subtenant Guarantors under this Guaranty shall not be affected or impaired by any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to each such Subtenant Guarantor, or any waiver by Landlord or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by Tenant or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Amended Lease No. 2 Documents or any indulgence in or the extension of the time for payment by Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Amended Lease No. 2 Documents or any other instrument or agreement relating to the Guaranteed Obligations or of the time for performance by Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by Landlord or any other holder of such Guaranteed Obligations to Tenant, such Subtenant Guarantor’s obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all of the assets of Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting Tenant or any

other guarantor or any assets of Tenant or any such other guarantor, or the release or discharge of Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.

10. Reimbursement, Subrogation, Etc. Each Subtenant Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against Tenant (or any other person against whom Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Amended Lease No. 2, and until all indebtedness of Tenant to Landlord shall have been paid in full, no Subtenant Guarantor shall have any right of subrogation, and each Subtenant Guarantor waives any defense it may have based upon any election of remedies by Landlord which destroys its subrogation rights or its rights to proceed against Tenant for reimbursement, including, without limitation, any loss of rights such Subtenant Guarantor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to Landlord. Until all obligations of Tenant pursuant to the Amended Lease No. 2 Documents shall have been paid and satisfied in full, each Subtenant Guarantor further waives any right to enforce any remedy which Landlord now has or may in the future have against Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by Landlord.

12. Notices . (a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Guaranty shall be deemed adequately

given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

if to Landlord to:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]

if to any Subtenant Guarantor to:

c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

13. Successors and Assigns . Whenever in this Guaranty any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, including without limitation the holders, from time to time, of the Guaranteed Obligations; and all representations, warranties,

covenants and agreements by or on behalf of the Subtenant Guarantors which are contained in this Guaranty shall inure to the benefit of Landlord’s successors and assigns, including without limitation said holders, whether so expressed or not.

15. Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators

shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy

between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

22. NON-LIABILITY OF TRUSTEES . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATIONS ”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

23. Original Guaranty . The Subtenant Guarantors and Landlord acknowledge and agree that this Guaranty amends and restates the Original Subtenant Guarantees in their entirety with respect to the Guaranteed Obligations and that this Guaranty shall govern the rights and obligations of the Subtenant Guarantors with respect to the Guaranteed Obligations from and after the date of this Guaranty. Notwithstanding the foregoing, the Original Subtenant Guarantees shall continue to govern the rights and obligations of the Subtenant Guarantors with respect to the Guaranteed Obligations (as defined in the Original Subtenant Guarantees) prior to the date of this Guaranty and nothing contained in this Guaranty shall operate to release the Subtenant Guarantors from any such rights or obligations.

[Remainder of page intentionally left blank.]

WITNESS the execution hereof under seal as of the date above first written.

SUBTENANT GUARANTORS:

FIVE STAR QUALITY CARE-CA II, LLC,
FIVE STAR QUALITY CARE-COLORADO, LLC,
FIVE STAR QUALITY CARE-GA, LLC,
FIVE STAR QUALITY CARE-GHV, LLC,
FIVE STAR QUALITY CARE-IA, LLC,
FIVE STAR QUALITY CARE-IN, LLC,
FIVE STAR QUALITY CARE-KS, LLC,
FIVE STAR QUALITY CARE-MD, LLC,
FIVE STAR QUALITY CARE-MO, LLC,
FIVE STAR QUALITY CARE-NE, INC.,
FIVE STAR QUALITY CARE-NE, LLC,
FIVE STAR QUALITY CARE-TX, LLC,
FIVE STAR QUALITY CARE-WI, LLC,
FS LAFAYETTE TENANT TRUST,
FS LEISURE PARK TENANT TRUST,
FS LEXINGTON TENANT TRUST,
FS TENANT POOL I TRUST,
FS TENANT POOL II TRUST,
FS TENANT POOL III TRUST,
FS TENANT POOL IV TRUST, and
FSQC-AL, LLC


By:	/s/ Bruce J. Mackey Jr.
	Bruce J. Mackey Jr.
	President of each of the foregoing entities


MORNINGSIDE OF ANDERSON, L.P., and MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP

By:	LifeTrust America, Inc.,
	General Partner of each of the foregoing entities


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (LEASE NO. 2)]

THE LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23 OF THIS AGREEMENT.

CCC FINANCING I TRUST,
CCC OF KENTUCKY TRUST,
CCC PUEBLO NORTE TRUST,
CCC INVESTMENTS I, L.L.C.,
CCDE SENIOR LIVING LLC,
CCOP SENIOR LIVING LLC,
O.F.C. CORPORATION,
SNH CHS PROPERTIES TRUST,
SNH SOMERFORD PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC,
SNH/LTA PROPERTIES TRUST
SPTIHS PROPERTIES TRUST,
SPTMNR PROPERTIES TRUST,
HRES1 PROPERTIES TRUST,

By:	/s/ David J. Hegarty
	David J. Hegarty
	President of each of the foregoing entities


CCC FINANCING LIMITED, L.P.

By:	CCC RETIREMENT TRUST,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


CCC RETIREMENT COMMUNITIES II, L.P.

By:	CRESTLINE VENTURES LLC,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (LEASE NO. 2)]

LEISURE PARK VENTURE LIMITED PARTNERSHIP

By:	CCC LEISURE PARK CORPORATION,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (LEASE NO. 2)]

Exhibit 99.5

AMENDED AND RESTATED SECURITY AGREEMENT

(LEASE NO. 2)

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “ Agreement ”) is entered into as of this 4 th day of August, 2009, by FIVE STAR QUALITY CARE TRUST , a Maryland business trust, FS COMMONWEALTH LLC , a Maryland limited liability company, FS PATRIOT LLC, a Maryland limited liability company, and FS TENANT HOLDING COMPANY TRUST, a Maryland business trust (collectively, “ Tenant ”), and CCC FINANCING I TRUST , a Maryland business trust, CCC OF KENTUCKY TRUST , a Maryland business trust, CCC PUEBLO NORTE TRUST , a Maryland business trust, CCC INVESTMENTS I, L.L.C. , a Delaware limited liability company, CCDE SENIOR LIVING LLC , a Delaware limited liability company, CCOP SENIOR LIVING LLC , a Delaware limited liability company, CCC FINANCING LIMITED, L.P. , a Delaware limited partnership, CCC RETIREMENT COMMUNITIES II, L.P. , a Delaware partnership, HRES1 PROPERTIES TRUST , a Maryland real estate investment trust, LEISURE PARK VENTURE LIMITED PARTNERSHIP , a Delaware limited partnership, O.F.C. CORPORATION , an Indiana corporation, SNH CHS PROPERTIES TRUST, a Maryland real estate investment trust, SNH SOMERFORD PROPERTIES TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES GA LLC , a Maryland limited liability company, SNH/LTA PROPERTIES TRUST , a Maryland real estate investment trust, SPTIHS PROPERTIES TRUST , a Maryland real estate investment trust, and SPTMNR PROPERTIES TRUST , a Maryland real estate investment trust, (together with their successors and assigns, collectively, the “ Secured Parties ”).

W I T N E S S E T H :

WHEREAS , the Secured Parties and Tenant are parties to certain Amended and Restated Lease Agreements, dated as of June 30, 2008, as the same have been amended to date (as so amended, the “ Original Leases ”); and

WHEREAS , in connection with the Original Leases, Tenant and Secured Parties are parties to certain Amended and Restated Security Agreements, dated as of June 30, 2008, as each has been confirmed from time to time (as so confirmed, the “ Original Security Agreements ”), pursuant to which Tenant granted to Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Original Leases; and

WHEREAS , as of the date hereof, the Secured Parties and Tenant are amending and restating the Original Leases and certain other leases between affiliates of Secured Parties and affiliates of Tenant (“ Other Leases ”) as four separate leases, one of which shall be named the Amended and Restated Master Lease Agreement (Lease No. 2) , (the “ Amended Lease No. 2 ”); and

WHEREAS, pursuant to the Amended Lease No. 2, Tenant is required to grant to the Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Amended Lease No. 2; and

WHEREAS, in connection with the foregoing, Tenant and the Secured Parties wish to amend and restate the Original Security Agreements and certain other security agreements executed and delivered in connection with the Other Leases into four separate security agreements, one of which shall act as security for the payment and performance of the Obligations (as hereinafter defined), all subject to and upon the terms and conditions herein set forth; and

“ Affiliated Person ” shall have the meaning given such term in the Amended Lease No. 2.

“ Amended Lease No. 2 ” shall have the meaning given such term in the recitals to this Agreement.

“ Business Day ” shall have the meaning given such term in the Amended Lease No. 2.

any portion thereof, together with any and all additions and accessions thereto and replacements, products, proceeds (including, without limitation, proceeds of insurance) and supporting obligations thereof, including, but not limited to, the following:

(a) all goods, including, without limitation, all Equipment; and

(b) all General Intangibles; and

(c) all other personal property or fixtures of any nature whatsoever which relate to the operation, maintenance or repair of the Leased Property, or any portion thereof, and all property from time to time described in any financing statement signed by Tenant naming the Secured Parties as secured parties; and

Property or any portion thereof, together with all repairs, replacements, improvements, substitutions, extensions or renewals thereof or additions thereto, all parts, additions and accessories incorporated therein or affixed thereto, and all “equipment” as such term is defined in the Uniform Commercial Code, and all cash and non-cash proceeds therefrom.

“ Event of Default ” shall have the meaning given such term in Section 6 .

“ Excluded Collateral ” shall mean (a) all Accounts of Tenant, (b) all Deposit Accounts and Securities Accounts of Tenant, (c) all Chattel Paper of Tenant, (d) all General Intangibles relating to such Accounts or Chattel Paper, (e) all Support Obligations relating to any of the foregoing, (f) all Instruments or Investment Property evidencing or arising from any Accounts or Chattel Paper, (g) all documents, books, records or other information pertaining to any of the foregoing (including, without limitation, customer lists, credit files, computer programs, printouts, tapes, discs, punch cards, data processing software and other computer materials and records and related property and rights), (h) all accessions to, substitutions for, and all replacements, products and proceeds of the foregoing (including without limitation, proceeds of insurance policies insuring any of the foregoing) and (i) any of the sublease agreements relating to the Leased Property under which Tenant is a party .

“ Facilities ” shall have the meaning given such term in the Amended Lease No. 2.

“ Instrument ” shall have the meaning give such term in Article 9 of the Uniform Commercial Code.

“ Leased Property ” shall have the meaning given such term in the Amended Lease No. 2.

“ Legal Requirements ” shall have the meaning given such term in the Amended Lease No. 2.

“ Obligations ” shall mean each and every obligation and liability of Tenant to the Secured Parties, whether existing as of the date hereof or hereafter arising, under the Original Leases or the Amended Lease No. 2 or any other document or agreement executed and delivered pursuant thereto, including, without limitation, the payment of the rent and the payment and performance of each and every other obligation of Tenant to the Secured Parties, whether existing as of the date hereof or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due under the Original Leases or the Amended Lease No. 2.

“ Original Leases ” shall have the meaning given such term in the recitals to this Agreement.

“ Original Security Agreements ” shall have the meaning given such term in the recitals to this Agreement.

“ Overdue Rate ” shall have the meaning given to such term in the Amended Lease No. 2.

“ Person ” shall have the meaning given such term in the Amended Lease No. 2.

“ Property ” shall have the meaning given such term in the Amended Lease No. 2.

“ Rent ” shall have the meaning given such term in the Amended Lease No. 2.

“ Secured Parties ” shall have the meaning given such term in the preamble to this Agreement.

“ Tenant ” shall have the meaning given such term in the preamble to this Agreement.

“ Uniform Commercial Code ” means Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts from time to time.

(a) Each of the warranties and representations of Tenant contained herein, in the Amended Lease No. 2 or in any other document executed in connection herewith or therewith are true and correct on the date hereof.

(b) Except for the lien granted to the Secured Parties pursuant to this Agreement and any liens permitted under the Amended Lease No. 2, Tenant is, and as to the Collateral acquired from time to time after the date hereof Tenant will be, the owner of all the Collateral free from any lien, security interest, encumbrance or other right, title or interest of any Person, except for the security interest of the Secured Parties therein, and Tenant shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Secured Parties. The lien granted in this Agreement by Tenant to the Secured Parties in the Collateral is not prohibited by and does not constitute a default under any agreements or other instruments constituting a

part of the Collateral, and no consent is required of any Person to effect such lien which has not been obtained.

(c) Except as permitted under the Amended Lease No. 2, there is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office covering any interest of any kind in the Collateral, or intended so to be, which has not been terminated, and so long as this Agreement remains in effect or any of the Obligations or any obligations of any Affiliated Person of Tenant to the Secured Parties remain unpaid, Tenant will not execute and there will not be on file in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interest of the Secured Parties.

(d) The chief executive office and the principal place of business of each of the Entities comprising Tenant are as set forth in Schedule 1 and none of such Entities will move its chief executive office or establish any other principal place of business except to such new location as such Entity may establish in accordance with this Section 3(d) . The location of each Facility comprising a portion of the Leased Property is as set forth in Schedule 2 . The originals of all documents evidencing Collateral and the only original books of account and records of each of the Entities comprising Tenant relating thereto are, and will continue to be, kept at such chief executive office or the applicable Facility, as the case may be, or at such new location as such Entity may establish in accordance with this Section 3(d) . None of the Entities comprising Tenant shall move its chief executive office or establish any other principal place of business until (i) such Entity shall have given to the Secured Parties not less than ten (10) days’ prior written notice of its intention to do so, which notice shall clearly describe such new location and provide such other information in connection therewith as the Secured Parties may reasonably request, and (ii) with respect to such new location, such Entity shall have taken such action, satisfactory to the Secured Parties (including, without limitation, all action required by Section 5 ), to maintain the security interest of the Secured Parties in the Collateral.

Property from the vendor thereof. Tenant agrees that (i) all such property held by Tenant on the date hereof, once at each applicable Property, shall remain at such Property and (ii) all such property subsequently acquired by Tenant shall immediately upon acquisition be transferred to and remain at the applicable Property.

(f) The corporate name and organizational identification number of each of the Entities comprising Tenant are as set forth on the signature page hereto. The name under which each of the Facilities is operated is set forth on Schedule 2 . Tenant shall not (i) change such name without providing the Secured Parties with thirty (30) days’ prior written notice and making all filings and taking all such other actions as the Secured Parties determines are necessary or appropriate to continue or perfect the security interest granted hereunder, (ii) change its corporate organizational number, nor (iii) conduct its business in any other name or take title to any Collateral in any other name while this Agreement remains in effect. Except as otherwise set forth on Schedule 1 , Tenant has not ever had any other name nor conducted business in any other name in any jurisdiction. The organizational structure of Tenant is as set forth in the preamble to this Agreement. Subject to the terms and conditions of the Amended Lease No. 2, Tenant shall not change its organizational structure or jurisdiction of organization without giving at least thirty (30) days’ prior written notice thereof to the Secured Parties.

(i) discharge any liens which have or may take priority over the lien hereof; and

(ii) pay all premiums payable on the insurance policies referred to in the Amended Lease No. 2 or any other document or agreement executed in connection therewith or herewith, upon the failure of Tenant to make such payments within the time permitted therein.

Tenant shall have no claim against the Secured Parties by reason of its decision not to make any payments or perform such obligations permitted under this Section 3(g) . Tenant shall

repay to the Secured Parties any sums paid by the Secured Parties upon demand. Any sums paid and expenses incurred by the Secured Parties pursuant to this paragraph shall bear interest at the Overdue Rate.

(i) Tenant shall not sell, transfer, change the registration, if any, of, dispose of, attempt to dispose of, or substantially modify or abandon the Collateral or any material part thereof, other than as permitted under the Amended Lease No. 2, without the prior written consent of the Secured Parties. Except as permitted under the Amended Lease No. 2, Tenant shall not create, incur, assume or suffer to exist any lien upon any of the Collateral without the prior written consent of the Secured Parties.

the enforcement of any of the terms hereof or of any such other documents.

Section 5 . Financing Statements; Documentary Stamp Taxes .

(b) the failure of Tenant to comply with any of its covenants or obligations under this Agreement and the continuance thereof for a period of ten (10) Business Days after written notice thereof; (c) any representation or warranty contained herein or made by Tenant in connection herewith shall prove to have been false or misleading in any material respect when made; or (d) the occurrence of any default or event of default under any document, instrument or agreement evidencing the Obligations.

Section 7 . Remedies .

(a) Upon the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies now or hereafter granted under applicable law, under the Amended Lease No. 2 or under any other documents or agreements entered into in connection herewith or therewith, and not by way of limitation of any such rights and remedies, the Secured Parties shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any applicable jurisdiction, and the right, without notice to, or assent by, Tenant, in the name of Tenant or, subject to any limitations imposed by applicable Legal Requirements, in the name of the Secured Parties or otherwise:

(iii) from time to time, at the expense of Tenant, to make all such repairs, replacements, alterations, additions and improvements to and of the Collateral as the Secured Parties may reasonably deem proper; to carry on the business and to exercise all rights and powers of Tenant in respect to the Collateral, as the Secured Parties shall deem best, including the right to enter into any and all such agreements with respect to the leasing, management and/or operation of the Collateral or any part thereof as the Secured Parties may see fit; to collect and receive all rents, issues, profits, fees, revenues and other income of the same and every part thereof which rents, issues, profits, fees, revenues and other income may be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Secured Parties may be required or may elect to make, if any, for taxes, assessments, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Parties may be required or authorized to make under any provision of this Agreement (including, without limitation, reasonable legal costs and attorneys’ fees);

(iv) to execute any instrument and do all other things necessary and proper to protect and preserve and realize upon the Collateral and the other rights contemplated hereby;

interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for future delivery, and at such price or prices and on such terms as the Secured Parties may determine, with the amounts realized from any such sale to be applied to the Secured Obligations in the manner determined by the Secured Parties.

thereon, shall be returned to the Secured Parties after being appropriately stamped to show partial payment;

(ii) the Secured Parties may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

(v) to the extent that it may lawfully do so, Tenant agrees that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take advantage of, any appraisement, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Collateral or any part thereof shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other document, the Amended Lease No. 2 or any other document or agreement entered into in connection herewith or therewith, and Tenant hereby expressly waives all benefit or advantage

of any such laws and covenants that it will not hinder, delay or impede the execution of any power granted or delegated to the Secured Parties in this Agreement, but will suffer and permit the execution of every such power as though no such laws were in force.

In the event of any sale of Collateral pursuant to this Section 7 , the Secured Parties shall, at least ten (10) days before such sale, give Tenant written notice of its intention to sell, except that, if the Secured Parties shall determine in their reasonable discretion that any of the Collateral threatens to decline in value, any such sale may be made upon three (3) days’ written notice to Tenant, which time periods Tenant hereby agrees are reasonable.

Section 8 . Application of Moneys . All moneys which the Secured Parties shall receive pursuant hereto shall first be applied (to the extent thereof) to the payment of all reasonable costs and expenses incurred in connection with the administration and enforcement of, or the preservation of any rights under, this Agreement or the Amended Lease No. 2 (including, without limitation, the reasonable fees and disbursements of its counsel and agents), and the balance, if any, shall be applied first to accrued and unpaid interest, charges and fees on, and then to outstanding principal of, any Obligations or any other obligations of Tenant (or its affiliates) to the Secured Parties, and then to any other amounts outstanding on any such Obligations and then as required by law to any other parties having an interest therein.

Section 9 . Waivers, Etc. Tenant, on its own behalf and on behalf of its successors and assigns, hereby waives presentment, demand, notice, protest and, except as is otherwise specifically provided herein, all other demands and notices in connection with this Agreement or the enforcement of the rights of the Secured Parties hereunder or in connection with any Obligations or any Collateral; waives all rights to require a marshaling of assets by the Secured Parties; consents to and waives notice of (i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.

Section 11 . Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect

and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

authority to act on the Secured Parties’ behalf for such purposes): (i) to give or receive notices, demands, claims and other communications on behalf of the Secured Parties under this Agreement and (ii) to receive and hold any and all Collateral which is to be delivered from time to time by Tenant to the Secured Parties in accordance with the terms and conditions of this Agreement.

Section 13 . Miscellaneous .

(a) Tenant agrees that its obligations and the rights of the Secured Parties hereunder and in respect of the Obligations may be enforced by specific performance hereof and thereof and by temporary, preliminary and/or final injunctive relief relating hereto and thereto, without necessity for proof by the Secured Parties or any holder of the Obligations that it would otherwise suffer irreparable harm, and Tenant hereby consents to the issuance of such specific and injunctive relief.

(b) Any notice or demand upon Tenant or the Secured Parties shall be deemed to have been sufficiently given when given in accordance with the provisions of the Amended Lease No. 2.

exclusive of any rights or remedies which the Secured Parties would otherwise have, including, without limitation, under the Amended Lease No. 2 or any document or agreement executed in connection herewith or therewith. This Agreement is intended as a supplement for and is not intended to supersede in any respect the Amended Lease No. 2 or any document or agreement executed in connection herewith or therewith. Each Entity comprising Tenant hereunder shall be jointly and severally liable for the payment and performance of each and every obligation and liability of Tenant hereunder.

hereby, or procedural issues of foreclosures are required to be governed by the laws of the state in which the Collateral, or relevant part thereof, is located, the laws of such State shall apply.

Section 14 . NONLIABILITY OF TRUSTEES . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE SECURED PARTIES, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATIONS ”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal as of the date first above written.

	TENANT:

	FIVE STAR QUALITY CARE TRUST,
	FS COMMONWEALTH LLC,
	FS PATRIOT LLC, and
	FS TENANT HOLDING COMPANY TRUST

	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President of each of the foregoing entities


	FIVE STAR QUALITY CARE TRUST
	Corporate Organizational Number:

	B06518864

	FS COMMONWEALTH LLC
	Corporate Organizational Number:

	W11107786

	FS PATRIOT LLC
	Corporate Organizational Number:

	W11107893

	FS TENANT HOLDING COMPANY TRUST
	Corporate Organizational Number:

	B06518245

[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT (LEASE NO. 2)]

SECURED PARTIES:

CCC FINANCING I TRUST,
CCC OF KENTUCKY TRUST,
CCC PUEBLO NORTE TRUST,
CCC INVESTMENTS I, L.L.C.,
CCDE SENIOR LIVING LLC,
CCOP SENIOR LIVING LLC,
HRES1 PROPERTIES TRUST,
O.F.C. CORPORATION,
SNH CHS PROPERTIES TRUST,
SNH SOMERFORD PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC,
SNH/LTA PROPERTIES TRUST,
SPTIHS PROPERTIES TRUST, and
SPTMNR PROPERTIES TRUST

By:	/s/ David J. Hegarty
	David J. Hegarty
	President of each of the foregoing entities


CCC FINANCING LIMITED, L.P.

By: CCC RETIREMENT TRUST,
its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

CCC RETIREMENT COMMUNITIES II, L.P.

By: CRESTLINE VENTURES LLC,
its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT (LEASE NO. 2)]

LEISURE PARK VENTURE LIMITED PARTNERSHIP

By:	CCC LEISURE PARK CORPORATION,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT (LEASE NO. 2)]

SCHEDULE 1

CHIEF EXECUTIVE OFFICE:

400 Centre Street

Newton, Massachusetts 02458

PRINCIPAL PLACE OF BUSINESS:

400 Centre Street

Newton, Massachusetts 02458

SCHEDULE 2

THE FACILITIES

ALABAMA :

ASHTON GABLES IN RIVERCHASE

2184 Parkway Lake Drive

Birmingham, Alabama 35244

LAKEVIEW ESTATES

2634 Valleydale Road

Birmingham, Alabama 35244

ARIZONA :

THE FORUM AT PUEBLO NORTE

7090 East Mescal Street

Scottsdale, Arizona 85254

CALIFORNIA :

LA SALETTE HEALTH AND REHABILITATION CENTER

537 East Fulton Street

Stockton, California 95204

THOUSAND OAKS HEALTHCARE CENTER

93 W. Avenida de Los Arboles

Thousand Oaks, California 91360

COLORADO :

SKYLINE RIDGE NURSING & REHABLITATION CENTER

515 Fairview Avenue

Canon City, Colorado 81212

SPRINGS VILLAGE CARE CENTER

110 West Van Buren Street

Colorado Springs, Colorado 80907

WILLOW TREE CARE CENTER

2050 South Main Street

Delta, Colorado 81416

CEDARS HEALTHCARE CENTER

1599 Ingalls Street

Lakewood, Colorado 80214

DELAWARE :

MILLCROFT

255 Possum Park Road

Newark, Delaware 19711

FORWOOD MANOR

1912 Marsh Road

Wilmington, Delaware 19810

FOULK MANOR SOUTH

407 Foulk Road

Wilmington, Delaware 19803

SHIPLEY MANOR

2723 Shipley Road

Wilmington, Delaware 19810

FLORIDA :

FORUM AT DEER CREEK

3001 Deer Creek Country Club Boulevard

Deerfield Beach, Florida 33442

SPRINGWOOD COURT

12780 Kenwood Lane

Fort Myers, Florida 33907

FOUNTAINVIEW

111 Executive Center Drive

West Palm Beach, Florida 33401

GEORGIA :

MORNINGSIDE OF ATHENS

1291 Cedar Shoals Drive

Athens, Georgia 30605

SENIOR LIVING OF MARSH VIEW

7410 Skidway Road

Savannah, Georgia 31406

INDIANA :

MEADOWOOD RETIREMENT COMMUNITY

2455 Tamarack Trail

Bloomington, Indiana 47408

IOWA :

PACIFIC PLACE

20937 Kane Avenue

Pacific Junction, Iowa 51561

WEST BRIDGE CARE & REHABILITATION

1015 West Summit Street

Winterset, Iowa 50273

KANSAS :

WOODHAVEN CARE CENTER

510 W. 7 th Street

Ellinwood, Kansas 67526

KENTUCKY :

LAFAYETTE AT COUNTRY PLACE

690 Mason Headley Road

Lexington, Kentucky 40504

LEXINGTON AT COUNTRY PLACE

700 Mason Headley Road

Lexington, Kentucky 40504

MARYLAND :

HEARTFIELDS AT BOWIE

7600 Laurel Bowie Road

Bowie, Maryland 20715

HEARTFIELDS AT FREDERICK

1820 Latham Drive

Frederick, Maryland 21701

MASSACHUSETTS :

BRAINTREE REHABILITATION HOSPITAL

250 Pond Street

Braintree, Massachusetts 02184

NEW ENGLAND REHABILITATION HOSPITAL

2 Rehabilitation Way

Woburn, Massachusetts 01801

MISSOURI :

NORTHVIEW MANOR

300 Cedar Street

Tarkio, Missouri 64491

NEBRASKA :

AINSWORTH CARE CENTER

143 North Fullerton Street

Ainsworth, Nebraska 69210

MORYS HAVEN

1112 15 th Street

Columbus, Nebraska 68601

EXETER CARE CENTER

425 South Empire Avenue

Exeter, Nebraska 68351

WEDGEWOOD CARE CENTER

800 Stoeger Drive

Grand Island, Nebraska 68803

LOGAN VALLEY MANOR

1035 Diamond Street

Lyons, Nebraska 68038

CRESTVIEW HEALTH CARE CENTER

1100 West First Street

Milford, Nebraska 68405

UTICA COMMUNITY CARE CENTER

1350 Centennial Avenue

Utica, Nebraska 68456

NEW JERSEY :

LEISURE PARK

1400 Route 70

Lakewood, New Jersey 08701

PENNSYLVANIA :

FRANCISCAN MANOR

71 Darlington Road

Patterson Township, Beaver Falls, Pennsylvania 15010

MOUNT VERNON OF ELIZABETH

145 Broadlawn Drive

Elizabeth, Pennsylvania 15037

OVERLOOK GREEN

5250 Meadowgreen Drive

Whitehall, Pennsylvania 15236

SOUTH CAROLINA :

MORNINGSIDE OF ANDERSON

1304 McLees Road

Anderson, South Carolina 29621

MYRTLE BEACH MANOR

9547 Highway 17 North

Myrtle Beach, South Carolina 29572

TEXAS :

HERITAGE PLACE AT BOERNE

120 Crosspoint Drive

Boerne, Texas 78006

FORUM AT PARK LANE

7831 Park Lane

Dallas, Texas 75225

HERITAGE PLACE AT FREDERICKSBURG

96 Frederick Road

Fredericksburg, Texas 78624

WISCONSIN :

GREENTREE HEALTH & REHABILITATION CENTER

70 Greentree Road

Clintonville, Wisconsin 54929

PINE MANOR HEALTH CARE CENTER

Village of Embarrass

1625 East Main Street

Clintonville, Wisconsin 54929

MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND
MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING

700 East Stonegate Drive and 701 East Peutz Road

Oak Creek, Wisconsin 53154

RIVER HILLS WEST HEALTHCARE CENTER

321 Riverside Drive

Pewaukee, Wisconsin 53072

THE VIRGINIA HEALTH & REHABILITATION CENTER

1451 Cleveland Avenue

Waukesha, Wisconsin 53186

SCHEDULE 3

THE FACILITIES

ARIZONA:

FORUM AT DESERT HARBOR
13840 North Desert Harbor Drive
Peoria, AZ 85381

FORUM AT TUCSON
2500 North Rosemont Blvd.
Tucson, AZ 85712

CALIFORNIA:

THE REMINGTON CLUB I and II
16925 Hierba Drive and 16916 Hierba Drive
San Diego, CA 92128

RIO LAS PALMAS
877 East March Lane
Stockton, CA 95207

DELAWARE:

FOULK MANOR NORTH
1212 Foulk Road
Wilmington, DE 19803

FLORIDA:

PARK SUMMIT AT CORAL SPRINGS
8500 Royal Palm Blvd.
Coral Springs, FL 33065

CORAL OAKS
900 West Lake Road
Palm Harbor, FL 34684

GEORGIA:

SAVANNAH SQUARE
One Savannah Square Drive
Savannah, GA 31406

INDIANA:

FORUM AT THE CROSSING
8505 Woodfield Crossing Blvd.
Indianapolis, IN 46240

KANSAS:

FORUM AT OVERLAND PARK
3501 West 95th Street
Overland Park, KS 66206

KENTUCKY:

FORUM AT BROOKSIDE
200 Brookside Drive
Louisville, KY 40243

MARYLAND:

HEARTFIELDS AT EASTON
700 Port Street
Easton, MD 21601

HEARTLANDS AT ELLICOTT CITY
3004 North Ridge Road
Ellicott City, MD 21043

HEARTLANDS AT SEVERNA PARK
715 Benfield Road
Severna Park, MD 21146

ASPENWOOD
14400 Homecrest Road
Silver Springs, MD 20906

MASSACHUSETTS:

GABLES AT WINCHESTER
299 Cambridge Street
Winchester, MA 01890

NEW MEXICO:

MONTEBELLO
10500 Academy Road
Albuquerque, NM 87111

NORTH CAROLINA:

HEARTFIELDS AT CARY
1050 Crescent Green Drive
Cary, NC 27511

OHIO:

FORUM AT KNIGHTSBRIDGE
4590 and 4625 Knightsbridge Blvd.
Columbus, OH 43214

TEXAS:

FORUM AT MEMORIAL WOODS
777 North Post Oak Road
Houston, TX 77024

FORUM AT LINCOLN HEIGHTS
311 West Nottingham Road
San Antonio, TX 78209

FORUM AT WOODLANDS
5055 W Panther Creek Drive
The Woodlands, TX 77381

VIRGINIA:

MORNINGSIDE OF CHARLOTTESVILLE
491 Crestwood Drive
Charlottesville, VA 22903

HEARTFIELDS AT FREDERICKSBURG
20 HeartFields Lane
Fredericksburg, VA 22405

MORNINGSIDE OF BELLGRADE
2800 Polo Parkway
Midlothian, VA 23113

MORNINGSIDE OF NEWPORT NEWS
655 Denbigh Boulevard
Newport News, VA 23608

WISCONSIN :

MEADOWMERE - NORTHSHORE ASSISTED LIVING
10803 North Port Washington Road
Mequon, WI 53092

Exhibit 99.6

AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT

(LEASE NO. 2)

THIS AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (this “ Agreement ”) is entered into as of this 4 th day of August, 2009, by and among (i) each of the parties identified on the signature page hereof as the Subtenants (each a “ Subtenant ”, and collectively, the “ Subtenants ”), and (ii) each of the parties identified on the signature page hereof as the Secured Parties (collectively, the “ Secured Parties ”).

W I T N E S S E T H :

WHEREAS, the Secured Parties and Five Star Quality Care Trust, FS Commonwealth LLC, FS Patriot LLC and FS Tenant Holding Company Trust (collectively, “ Tenant ”), are parties to certain Amended and Restated Lease Agreements, dated as of June 30, 2008, as the same have been amended to date (as so amended, the “ Original Leases ”); and

WHEREAS, pursuant to various Sublease Agreements as further described on Exhibit A attached hereto as the Subleases (collectively, the “ Subleases ”), certain of the Entities comprising Tenant sublease certain of the premises demised under the Original Leases to the Subtenants, subject to and upon the terms and conditions set forth in the Subleases; and

WHEREAS, pursuant to the Original Leases, the Secured Parties and the Subtenants are parties to certain Amended and Restated Subtenant Security Agreements dated as of June 30, 2008, as confirmed from time to time (as so confirmed, collectively the “ Original Subtenant Security Agreements ”), pursuant to which the Subtenants granted to such Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Original Leases which they sublease pursuant to the Subleases; and

WHEREAS, as of the date hereof, the Secured Parties and Tenant are amending and restating the Original Leases and certain other leases between affiliates of Secured Parties and affiliates of Tenant (“ Other Leases ”) into four separate leases, one of which shall be named the Amended and Restated Master Lease Agreement (Lease No. 2) (the “ Amended Lease No. 2 ”); and

WHEREAS, pursuant to the Amended Lease No. 2, the Subtenants are required to grant to the Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Amended Lease No. 2 which they sublease pursuant to the Subleases (collectively, the “ Subleased Properties ”); and

WHEREAS , in connection with the foregoing, the Subtenants and the Secured Parties wish to amend and restate the Original Subtenant Security Agreements and certain other security agreements executed and delivered in connection with the Other Leases into four separate security agreements, one of which shall act as security for the payment and performance of the Obligations (as hereinafter defined), all subject to the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Subtenants and the Secured Parties hereby agree that the Original Subtenant Security Agreements are hereby amended and restated, effective as of the date hereof, to read as follows:

“ Affiliated Person ” shall have the meaning given such term in the Amended Lease No. 2.

“ Amended Lease No. 2 ” shall have the meaning given such term in the recitals to this Agreement.

“ Business Day ” shall have the meaning given such term in the Amended Lease No. 2.

and supporting obligations thereof, including, but not limited to, the following:

(a) all goods, including, without limitation, all Equipment; and

(b) all General Intangibles; and

(d) all claims, rights, powers or privileges and remedies relating to the foregoing or arising in connection therewith, including, without limitation, all Licenses and Permits which such Subtenant legally may grant a security interest in, rights to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval; all liens, security, guaranties, endorsements, warranties and indemnities and all insurance, eminent domain and condemnation awards and claims therefor relating thereto or arising in connection therewith; all rights to property forming the subject matter of any of the foregoing, including, without limitation, rights to stoppage in transit and rights to returned or repossessed property; all writings relating to the foregoing or arising in connection therewith; and

thereto, all parts, additions and accessories incorporated therein or affixed thereto, and all “equipment” as such term is defined in the Uniform Commercial Code, and all cash and non-cash proceeds therefrom.

“ Event of Default ” shall have the meaning given such term in Section 6 .

“ Excluded Collateral ” shall mean (a) all Accounts of Subtenants, (b) all Deposit Accounts and Securities Accounts of Subtenants, (c) all Chattel Paper of Subtenants, (d) all General Intangibles relating to such Accounts or Chattel Paper, (e) all Support Obligations relating to any of the foregoing, (f) all Instruments or Investment Property evidencing or arising from any Accounts or Chattel Paper, (g) all documents, books, records or other information pertaining to any of the foregoing (including, without limitation, customer lists, credit files, computer programs, printouts, tapes, discs, punch cards, data processing software and other computer materials and records and related property and rights), (h) all accessions to, substitutions for, and all replacements, products and proceeds of the foregoing (including without limitation, proceeds of insurance policies insuring any of the foregoing) and (i) any of the Sublease Agreements relating to the Leased Property under which any Subtenant is a party .

“ Facilities ” shall have the meaning given such term in the Amended Lease No. 2.

“ General Intangibles ” shall mean all present and future general intangibles and contract rights (other than Excluded Collateral) which constitute, arise from or relate to the operation, maintenance or repair of each Subtenant’s Subleased Properties, or any portion thereof, including, but not limited to, all causes of action, corporate or business records, inventions, designs, patents, patent applications, trademarks, trademark registrations and applications therefor, goodwill, trade names, trade secrets, trade processes, copyrights, copyright registrations and applications therefor, franchises, customer lists, computer programs, claims under guaranties, tax refund claims, rights and claims against carriers and shippers, leases, claims under insurance policies, all rights to indemnification and all other intangible personal property of every kind and nature which constitutes, arises from or relates to the operation, maintenance or repair of such Subleased Properties, or any portion thereof.

“ Instrument ” shall have the meaning given such term in Article 9 of the Uniform Commercial Code.

“ Leased Property ” shall have the meaning given such term in the Amended Lease No. 2.

“ Licenses ” shall mean all certificates of need, licenses, permits, rights of use, covenants or rights otherwise benefiting or permitting the use and operation of each Subtenant’s Subleased Properties or any part thereof pertaining to the operation, maintenance or repair of such Subleased Property or any portion thereof.

“ Obligations ” shall mean each and every obligation and liability of Tenant to the Secured Parties under the Original Leases and Amended Lease No. 2 or any other document or agreement executed and delivered pursuant thereto, including, without limitation, the payment of the rent and the payment and performance of each and every other obligation of Tenant to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due.

“ Original Leases ” shall have the meaning given such term in the recitals to this Agreement.

“ Original Subtenant Security Agreements ” shall have the meaning given such term in the recitals to this Agreement.

“ Overdue Rate ” shall have the meaning given such term in the Amended Lease No. 2.

“ Permits ” shall mean all permits, approvals, consents, waivers, exemptions, variances, franchises, orders, authorizations, rights and licenses obtained or hereafter obtained from any federal, state or other governmental authority or agency relating to the operation, maintenance or repair of each Subtenant’s Subleased Properties, or any portion thereof.

“ Person ” shall have the meaning given such term in the Amended Lease No. 2.

“ Property ” shall have the meaning given such term in the Amended Lease No. 2.

“ Rent ” shall have the meaning given such term in the Amended Lease No. 2.

“ Secured Parties ” shall have the meaning given such term in the preamble to this Agreement.

“ Subleased Properties ” shall have the meaning given such term in the recitals to this Agreement.

“ Subleases ” shall have the meaning given such term in the recitals to this Agreement.

“ Subtenants ” shall have the meaning given such term in the preamble to this Agreement.

“ Tenant ” shall have the meaning given such term in the recitals to this Agreement.

“ Uniform Commercial Code ” means Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts from time to time.

(a) Each of the warranties and representations of such Subtenant contained herein or in any other document executed by such Subtenant in connection herewith are true and correct on the date hereof.

(b) Except for the lien granted to the Secured Parties pursuant to this Agreement and any liens permitted under the Amended Lease No. 2, each Subtenant is, and as to the Collateral acquired from time to time after the date hereof such Subtenant will be, the owner of all the Collateral free from any lien, security interest, encumbrance or other right, title or

interest of any Person, except for the security interest of the Secured Parties therein, and such Subtenant shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Secured Parties. The lien granted in this Agreement by such Subtenant to the Secured Parties in the Collateral is not prohibited by and does not constitute a default under any agreements or other instruments constituting a part of the Collateral, and no consent is required of any Person to effect such lien which has not been obtained.

(c) Except as permitted under the Amended Lease No. 2, there is no financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office covering any interest of any kind in the Collateral, or intended so to be, which has not been terminated, and so long as this Agreement remains in effect or any of the Obligations or any obligations of any Affiliated Person of such Subtenant to the Secured Parties remain unpaid, such Subtenant will not execute and there will not be on file in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interest of the Secured Parties.

(d) The chief executive office and the principal place of business of each Subtenant is as set forth on Schedule 1 and such Subtenant will not move its chief executive office nor establish any other principal place of business except to such new location as such Subtenant may establish in accordance with this Section 3(d) . The location of each Facility comprising a portion of such Subtenant’s Subleased Properties is as set forth in Schedule 2 . The originals of all documents evidencing Collateral and the only original books of account and records of each Subtenant relating thereto are, and will continue to be, kept at such chief executive office or the applicable Facility, as the case may be, or at such new location as such Subtenant may establish in accordance with this Section 3(d) . No Subtenant shall move its chief executive office or establish any other principal place of business until (i) such Subtenant shall have given to the Secured Parties not less than ten (10) days’ prior written notice of its intention to do so, which notice shall clearly describe such new location and provide such other information in connection therewith as the Secured Parties may reasonably request, and (ii) with respect to

such new location, such Subtenant shall have taken such action, satisfactory to the Secured Parties (including, without limitation, all action required by Section 5 ), to maintain the security interest of the Secured Parties in the Collateral.

(e) All tangible personal property owned on the date hereof by such Subtenant to be used in connection with the operation or maintenance of each Subleased Property of such Subtenant, or any portion thereof, is located at each applicable Subleased Property or is in transit to such Subleased Property from the vendor thereof. Each Subtenant agrees that (i) all such property held by such Subtenant on the date hereof, once at each applicable Subleased Property, shall remain at such Subleased Property and (ii) all such property subsequently acquired by such Subtenant shall immediately upon acquisition be transferred to and remain at the applicable Subleased Property.

(f) Such Subtenant’s corporate name and organizational identification number are as set forth on Schedule 1 . The name under which each of the Facilities is operated is set forth on Schedule 2 . Each Subtenant agrees that it shall not (i) change such names without providing the Secured Parties with thirty (30) days’ prior written notice and making all filings and taking all such other actions as the Secured Parties determine are necessary or appropriate to continue or perfect the security interest granted hereunder, (ii) change its corporate organizational number, nor (iii) conduct its business in any other name or take title to any Collateral in any other name while this Agreement remains in effect. Except as otherwise set forth on Schedule 1 , no Subtenant has ever had any other name or conducted business in any other name in any jurisdiction. Each Subtenant’s organizational structure is as set forth on Schedule 1 . Subject to the terms and conditions of the Amended Lease No. 2 and the Subleases, no Subtenant shall change its organizational structure or jurisdiction of organization without giving at least thirty (30) days’ prior written notice thereof to the Secured Parties.

(i) discharge any liens which have or may take priority over the lien hereof; and

(i) No Subtenant shall sell, transfer, change the registration, if any, of, dispose of, attempt to dispose of, or substantially modify or abandon the Collateral or any material part thereof, other than as permitted under the Amended Lease No. 2, without the prior written consent of the Secured Parties. Except as permitted under the Amended Lease No. 2, no Subtenant shall create, incur, assume or suffer to exist any lien upon any of the Collateral without the prior written consent of the Secured Parties.

(l) Each Subtenant shall indemnify and hold harmless the Secured Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Secured Parties in any way relating to or arising out of this Agreement or arising out of such Subtenant’s obligations under any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or of any such other documents.

Section 5 . Financing Statements; Documentary Stamp Taxes .

Section 6 . Event of Default . For purposes of this Agreement, the term “ Event of Default ” shall mean (a) the occurrence of an Event of Default under the Amended Lease No. 2 or any document or agreement executed in connection therewith; (b) the failure of any Subtenant to comply with any of its covenants or obligations under this Agreement and the continuance thereof for a period of ten (10) Business Days after written notice thereof; (c) any representation or warranty contained herein or made by any Subtenant in connection herewith shall prove to have been false or misleading in any material respect when made; or (d) the occurrence of any default or event of default under any document, instrument or agreement evidencing the Obligations.

Section 7 . Remedies .

(a) Upon the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies now or hereafter granted under applicable law, under the Amended Lease No. 2 or under any other documents or agreements entered into in connection herewith or therewith, and not by way of limitation of any such rights and remedies, the Secured Parties shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any applicable jurisdiction, and the right, without notice to, or assent by, any Subtenant, in the name of such Subtenant or in the name of the Secured Parties or otherwise:

of collecting or enforcing payment and performance thereof;

(ii) to take possession of any or all of the Collateral and to use, hold, store, operate, merge and/or control the same and to exclude such Subtenant and all Persons claiming under it wholly or partly therefrom, and, for that purpose, to enter, with the aid and assistance of any Person or Persons and with or without legal process, any premises where the Collateral, or any part thereof, are, or may be, placed or assembled, and to remove any such Collateral;

(iv) to execute any instrument and do all other things necessary and proper to protect and

preserve and realize upon the Collateral and the other rights contemplated hereby;

(v) upon notice to such effect, to require any Subtenant to deliver, at such Subtenant’s expense, any or all Collateral which is reasonably movable to the Secured Parties at a place designated by the Secured Parties, and after delivery thereof such Subtenant shall have no further claim to or interest in the Collateral; and

(vi) without obligation to resort to other security, at any time and from time to time, to sell, re-sell, assign and deliver all or any of the Collateral, in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for future delivery, and at such price or prices and on such terms as the Secured Parties may determine, with the amounts realized from any such sale to be applied to the Obligations in the manner determined by the Secured Parties.

(b) Upon the occurrence and during the continuance of an Event of Default, the Secured Parties may take legal proceedings for the appointment of a receiver or receivers (to which the Secured Parties shall be entitled as a matter of right) to take possession of the Collateral pending the sale thereof pursuant either to the powers of sale granted by this Agreement or to a judgment, order or decree made in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement. If, after the exercise of any or all of such rights and remedies, any of the Obligations shall remain unpaid or unsatisfied, such Subtenant shall remain liable for any deficiency or performance thereof, as applicable.

(ii) the Secured Parties may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

any loss, misapplication or nonapplication thereof; and

(v) to the extent that it may lawfully do so, each Subtenant agrees that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take advantage of, any appraisement, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Collateral or any part thereof shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other document, the Amended Lease No. 2 or any other document or agreement entered into in connection herewith or therewith, and each Subtenant hereby expressly waives all benefit or advantage of any such laws and covenants that it will not hinder, delay or impede the execution of any power granted or delegated to the Secured Parties in this Agreement, but will suffer and permit the execution of every such power as though no such laws were in force.

In the event of any sale of Collateral pursuant to this Section 7 , the Secured Parties shall, at least ten (10) days before such sale, give the applicable Subtenant written notice of its intention to sell, except that, if the Secured Parties shall determine in its reasonable discretion that any such Collateral threatens to decline in value, any such sale may be made upon three (3) days’ written notice to the applicable Subtenant, which time periods each Subtenant hereby agrees are reasonable.

confirm any such sale or transfer by executing and delivering to the Secured Parties or to such purchaser all property, deeds, bills of sale, instruments or assignment and transfer and releases as may be designated in any such request.

Section 8 . Application of Moneys . All moneys which the Secured Parties shall receive pursuant hereto shall first be applied (to the extent thereof) to the payment of all reasonable costs and expenses incurred in connection with the administration and enforcement of, or the preservation of any rights under, this Agreement or the Amended Lease No. 2 (including, without limitation, the reasonable fees and disbursements of its counsel and agents), and the balance, if any, shall be applied first to accrued and unpaid interest, charges and fees on, and then to outstanding principal of, any Obligations or any other obligations of Tenant or the Subtenants (or their affiliates) to the Secured Parties, and then to any other amounts outstanding on any such Obligations and then as required by law to any other parties having an interest therein.

holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.

The Secured Parties shall not be required to marshal any present or future security for (including without limitation this Agreement and the Collateral pledged hereunder), or guaranties of, the Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of the rights hereunder and in respect of such securities and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the maximum extent permitted by applicable law, each Subtenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Parties’ rights under this Agreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, and, to the maximum extent permitted by applicable law, each Subtenant hereby irrevocably waives the benefits of all such laws.

or effectuating the provisions of this Agreement or of more fully perfecting or renewing the Secured Parties’ rights with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by such Subtenant which may be deemed to be a part of the Collateral) pursuant hereto and thereto. The Secured Parties are hereby appointed the attorney-in-fact, with full power of substitution, of the Subtenants for the purpose of carrying out the provisions of this Agreement and taking any action, including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with governmental authorities, and executing any instruments, including without limitation financing or continuation statements, deeds to secure debt, mortgages, assignments, conveyances, assignments and transfers which are required to be taken or executed by any Subtenant under this Agreement, on its behalf and in its name which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution, disability or incapacity of such Subtenant.

Section 11 . Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any

arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any

claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Section 12 . Appointment of Agent for Secured Parties . Each of the Secured Parties hereby appoints SNH CHS Properties Trust as its agent for the following purposes under this Agreement (including, without limitation, the full power and authority to act on the Secured Parties’ behalf for such purposes): (i) to give or receive notices, demands, claims and other communications on behalf of the Secured Parties under this Agreement and (ii) to receive and hold any and all Collateral which is to be delivered from time to time by the Subtenants to the Secured Parties in accordance with the terms and conditions of this Agreement.

a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

if to the Secured Parties to:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]

if to any Subtenant to:

c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

Section 14 . Miscellaneous .

(b) None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the

Subtenants and the Secured Parties. No notice to or demand on any Subtenant in any case shall entitle any Subtenant to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Secured Parties to any other or further action in any circumstances without notice or demand.

(c) The obligations of each Subtenant hereunder shall remain in full force and effect without regard to, and shall not be impaired by, (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of Tenant; (ii) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of this Agreement, the Amended Lease No. 2 or any document or agreement executed in connection herewith or therewith, the Obligations or any security for any of the Obligations; or (iii) any amendment to or modification of any of the Amended Lease No. 2 or any document or agreement executed in connection herewith or therewith, the Obligations or any security for any of the Obligations; whether or not such Subtenant shall have notice or knowledge of any of the foregoing. The rights and remedies of the Secured Parties herein provided for are cumulative and not exclusive of any rights or remedies which the Secured Parties would otherwise have, including, without limitation, under the Amended Lease No. 2 or any document or agreement executed in connection herewith or therewith. This Agreement is intended as a supplement for and is not intended to supersede in any respect the Amended Lease No. 2 or any document or agreement executed in connection herewith or therewith.

unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(g) This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where this Agreement is executed or delivered; or (ii) where any payment or other performance required by this Agreement is made or required to be made; or (iii) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principle place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than the Commonwealth of Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, to the extent that matters of title, or creation, perfection and priority of the security interests created hereby, or procedural issues of foreclosures are required to be governed by the laws of the state in which the Collateral, or relevant part thereof, is located, the laws of such State shall apply.

Section 15 . NONLIABILITY OF TRUSTEES . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE SECURED PARTIES, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “DECLARATIONS”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

Section 16 . Original Subtenant Security Agreement . The Secured Parties and the Subtenants acknowledge and agree that this Agreement amends and restates the Original Subtenant Security Agreements in their entirety with respect to the Collateral and that this Agreement shall govern the rights and obligations of the Secured Parties and the Subtenants with respect to the Collateral from and after the date of this

Agreement. Notwithstanding the foregoing, the Original Subtenant Security Agreements shall continue to govern the rights and obligations of the Secured Parties and the Subtenants with respect to the Collateral prior to the date of this Agreement; provided, however, that the parties acknowledge and agree that the Original Subtenant Security Agreements are hereby terminated with respect to any collateral relating to the properties listed on Schedule 3 attached hereto and made a part hereof.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal as of the date first above written.

SUBTENANTS:

FIVE STAR QUALITY CARE-CA II, LLC,
FIVE STAR QUALITY CARE-COLORADO, LLC,
FIVE STAR QUALITY CARE-GA, LLC,
FIVE STAR QUALITY CARE-GHV, LLC,
FIVE STAR QUALITY CARE-IA, LLC,
FIVE STAR QUALITY CARE-IN, LLC,
FIVE STAR QUALITY CARE-KS, LLC,
FIVE STAR QUALITY CARE-MD, LLC,
FIVE STAR QUALITY CARE-MO, LLC,
FIVE STAR QUALITY CARE-NE, INC.,
FIVE STAR QUALITY CARE-NE, LLC,
FIVE STAR QUALITY CARE-TX, LLC,
FIVE STAR QUALITY CARE-WI, LLC,
FS LAFAYETTE TENANT TRUST,
FS LEISURE PARK TENANT TRUST,
FS LEXINGTON TENANT TRUST,
FS TENANT POOL I TRUST,
FS TENANT POOL II TRUST,
FS TENANT POOL III TRUST,
FS TENANT POOL IV TRUST, and
FSQC-AL, LLC


By:	/s/ Bruce J. Mackey Jr.
	Bruce J. Mackey Jr.
	President of each of the foregoing entities


MORNINGSIDE OF ANDERSON, L.P., and MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP

By:		LifeTrust America, Inc.,
		General Partner of each of the foregoing entities


		By:	/s/ Bruce J. Mackey Jr.
			Bruce J. Mackey Jr.
			President

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (LEASE NO. 2)]

SECURED PARTIES:

CCC FINANCING I TRUST,
CCC OF KENTUCKY TRUST,
CCC PUEBLO NORTE TRUST,
CCC INVESTMENTS I, L.L.C.,
CCDE SENIOR LIVING LLC,
CCOP SENIOR LIVING LLC,
HRES1 PROPERTIES TRUST,
O.F.C. CORPORATION,
SNH CHS PROPERTIES TRUST,
SNH SOMERFORD PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC,
SNH/LTA PROPERTIES TRUST
SPTIHS PROPERTIES TRUST,
SPTMNR PROPERTIES TRUST


By:	/s/ David J. Hegarty
	David J. Hegarty
	President of each of the foregoing entities


CCC FINANCING LIMITED, L.P.

By:	CCC RETIREMENT TRUST,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President


CCC RETIREMENT COMMUNITIES II, L.P.

By:	CRESTLINE VENTURES LLC,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (LEASE NO. 2)]

LEISURE PARK VENTURE LIMITED PARTNERSHIP

By:	CCC LEISURE PARK CORPORATION,
	its General Partner


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President

EXHIBIT A

SUBLEASES

1. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-Colorado, LLC, Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

2. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IA, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

3. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-KS, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and

Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

4. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-MO, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

5. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-NE, Inc., a Delaware corporation, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

6. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Leisure Park Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

7. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Lafayette Tenant Trust, a Maryland business trust,

as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

8. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Lexington Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

9. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Tenant Pool IV Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

10. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Anderson, L.P., a Delaware limited partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

12. Sublease Agreement, dated May 6, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-CA II, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

13. Sublease Agreement, dated October 31, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

14. Second Amended and Restated Sublease Agreement, dated November 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GA, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

15. Sublease Agreement, dated February 7, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-TX, LLC, a Maryland

limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

16. Second Amended and Restated Sublease Agreement, dated February 17, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-NE, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

17. Sublease Agreement, dated August 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and FSQC-AL, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

18. Sublease Agreement, dated November 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IN, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.

20. Second Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-WI, LLC, a Delaware limited liability company, as subtenant.

SCHEDULE 1

Subtenant Name, Organizational Structure & Corporate Identification Number:	Chief Executive Office & Principal Place of Business:	Other Names
Five Star Quality Care-CA II, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-Colorado, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	SHOPCO-Colorado, LLC
Five Star Quality Care-GA, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	SHOPCO-GA, LLC
Five Star Quality Care-GHV, LLC, a Maryland limited liability company No.	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-IA, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	SHOPCO-IA, LLC
Five Star Quality Care-IN, LLC, a Maryland limited liability company No.	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-KS, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	SHOPCO-KS, LLC
Five Star Quality Care-MD, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-MO, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	SHOPCO-MO, LLC
Five Star Quality Care-NE, Inc., a Delaware corporation No.	400 Centre Street Newton, MA 02458	SHOPCO-NE, Inc.
Five Star Quality Care-NE, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	SHOPCO-NE, LLC
Five Star Quality Care-TX, LLC, a Maryland limited liability company No.	400 Centre Street Newton, MA 02458	None.
Five Star Quality Care-WI, LLC, a Delaware limited liability company No.	400 Centre Street Newton, MA 02458	SHOPCO-WI, LLC
FS Lafayette Tenant Trust, a Maryland business trust No: MD B06518989	400 Centre Street Newton, MA 02458	None.
FS Leisure Park Tenant Trust, a Maryland business trust No: MD B06547053	400 Centre Street Newton, MA 02458	None.
FS Lexington Tenant Trust, a Maryland business trust No: MD B06519029	400 Centre Street Newton, MA 02458	None.
FS Tenant Pool I Trust, a Maryland business trust	400 Centre Street Newton, MA 02458	None.

Subtenant Name, Organizational Structure & Corporate Identification Number:	Chief Executive Office & Principal Place of Business:	Other Names
No: MD B06519011
FS Tenant Pool II Trust, a Maryland business trust No: MD B06518146	400 Centre Street Newton, MA 02458	None.
FS Tenant Pool III Trust, a Maryland business trust No: MD B06519037	400 Centre Street Newton, MA 02458	None.
FS Tenant Pool IV Trust, a Maryland business trust No: MD B06519045	400 Centre Street Newton, MA 02458	None.
FSQC-AL, LLC, a Maryland limited liability company No.	400 Centre Street Newton, MA 02458	None.
Morningside of Anderson, L.P., a Delaware limited partnership No.	400 Centre Street Newton, MA 02458	None.
Morningside of Athens, Limited Partnership, a Delaware limited partnership No.	400 Centre Street Newton, MA 02458	None.

SCHEDULE 2

The Facilities

State	Facility	Subtenant

ALABAMA :	ASHTON GABLES IN RIVERCHASE 2184 Parkway Lake Drive Birmingham, Alabama 35244	FSQC-AL, LLC

	LAKEVIEW ESTATES 2634 Valleydale Road Birmingham, Alabama 35244	FSQC-AL, LLC

ARIZONA :	THE FORUM AT PUEBLO NORTE 7090 East Mescal Street Scottsdale, AZ 85254	FS Tenant Pool II Trust

CALIFORNIA :	LA SALETTE HEALTH AND REHABILITATION CENTER 537 East Fulton Street Stockton, California 95204	Five Star Quality Care-CA II, LLC

	THOUSAND OAKS HEALTHCARE CENTER 93 W. Avenida de Los Arboles Thousand Oaks, California 91360	Five Star Quality Care-CA II, LLC

COLORADO :	SKYLINE RIDGE NURSING & REHABLITATION CENTER 515 Fairview Avenue Canon City, Colorado 81212	Five Star Quality Care-Colorado, LLC

	SPRINGS VILLAGE CARE CENTER 110 West Van Buren Street Colorado Springs, Colorado 80907	Five Star Quality Care-Colorado, LLC

	WILLOW TREE CARE CENTER 2050 South Main Street Delta, Colorado 81416	Five Star Quality Care-Colorado, LLC

	CEDARS HEALTHCARE CENTER 1599 Ingalls Street Lakewood, Colorado 80214	Five Star Quality Care-Colorado, LLC

State	Facility	Subtenant

DELAWARE :	MILLCROFT 225 Possum Park Road Newark, Delaware 19711	FS Tenant Pool I Trust

	FORWOOD MANOR 1912 Marsh Road Wilmington, Delaware 19810	FS Tenant Pool II Trust

	FOULK MANOR SOUTH 407 Foulk Road Wilmington, Delaware 19803	FS Tenant Pool IV Trust

	SHIPLEY MANOR 2733 Shipley Road Wilmington, DE 19810	FS Tenant Pool I Trust

FLORIDA :	FORUM AT DEER CREEK 3001 Deer Creek Country Club Boulevard Deerfield Beach, Florida 33442	FS Tenant Pool III Trust

	SPRINGWOOD COURT 12780 Kenwood Lane Fort Myers, Florida 33907	FS Tenant Pool IV Trust

	FOUNTAINVIEW 111 Executive Center Drive West Palm Beach, Florida 33401	FS Tenant Pool II Trust

GEORGIA :	MORNINGSIDE OF ATHENS 1291 Cedar Shoals Drive Athens, Georgia 30605	Morningside of Athens, Limited Partnership

	SENIOR LIVING OF MARSH VIEW 7410 Skidway Road Savannah, Georgia 31406	Five Star Quality Care-GA, LLC

INDIANA :	MEADOWOOD RETIREMENT COMMUNITY 2455 Tamarack Trail Bloomington, Indiana 47408	Five Star Quality Care-IN, LLC

IOWA :	PACIFIC PLACE 20937 Kane Avenue Pacific Junction, Iowa 51561	Five Star Quality Care-IA, LLC

State	Facility	Subtenant

	WEST BRIDGE CARE & REHABILITATION 1015 West Summit Street Winterset, Iowa 50273	Five Star Quality Care-IA, LLC

KANSAS :	WOODHAVEN CARE CENTER 510 W. 7 th Street Ellinwood, Kansas 67526	Five Star Quality Care-KS, LLC

KENTUCKY :	LAFAYETTE AT COUNTRY PLACE 690 Mason Headley Road Lexington, Kentucky 40504	FS Lafayette Tenant Trust

	LEXINGTON AT COUNTRY PLACE 700 Mason Headley Road Lexington, Kentucky 40504	FS Lexington Tenant Trust

MARYLAND :	HEARTFIELDS AT BOWIE 7600 Laurel Bowie Road Bowie, Maryland 20715	Five Star Quality Care-MD, LLC

	HEARTFIELDS AT FREDERICK 1820 Latham Drive Frederick, Maryland 21701	Five Star Quality Care-MD, LLC

MISSOURI :	NORTHVIEW MANOR 300 Cedar Street Tarkio, Missouri 64491	Five Star Quality Care-MO, LLC

NEBRASKA :	AINSWORTH CARE CENTER 43 North Fullerton Street Ainsworth, Nebraska 69210	Five Star Quality Care-NE, LLC

	MORYS HAVEN 1112 15 th Street Columbus, Nebraska 68601	Five Star Quality Care-NE, Inc.

	EXETER CARE CENTER 425 South Empire Avenue Exeter, Nebraska 68351	Five Star Quality Care-NE, Inc.

	WEDGEWOOD CARE CENTER 800 Stoeger Drive Grand Island, Nebraska 68803	Five Star Quality Care-NE, LLC

State	Facility	Subtenant

	LOGAN VALLEY MANOR 1035 Diamond Street Lyons, Nebraska 68038	Five Star Quality Care-NE, LLC

	CRESTVIEW HEALTH CARE CENTER 1100 West First Street Milford, Nebraska 68405	Five Star Quality Care-NE, LLC

	UTICA COMMUNITY CARE CENTER 1350 Centennial Avenue Utica, Nebraska 68456	Five Star Quality Care-NE, Inc.

NEW JERSEY :	LEISURE PARK 1400 Route 70 Lakewood, New Jersey 08701	FS Leisure Park Tenant Trust

PENNSYLVANIA :	FRANCISCAN MANOR 71 Darlington Road Patterson Township, Beaver Falls, Pennsylvania 15010	Five Star Quality Care-GHV, LLC

	MOUNT VERNON OF ELIZABETH 145 Broadlawn Drive Elizabeth, Pennsylvania 15037	Five Star Quality Care-GHV, LLC

	OVERLOOK GREEN 5250 Meadowgreen Drive Whitehall, Pennsylvania 15236	Five Star Quality Care-GHV, LLC

SOUTH CAROLINA :	MORNINGSIDE OF ANDERSON 1304 McLees Road Anderson, South Carolina 29621	Morningside of Anderson, L.P.

	MYRTLE BEACH MANOR 9547 Highway 17 North Myrtle Beach, South Carolina 29572	FS Tenant Pool I Trust

TEXAS :	HERITAGE PLACE AT BOERNE 120 Crosspoint Drive Boerne, Texas 78006	Five Star Quality Care-TX, LLC

	FORUM AT PARK LANE 7831 Park Lane Dallas, Texas 75225	FS Tenant Pool III Trust

State	Facility	Subtenant

	HERITAGE PLACE AT FREDERICKSBURG 96 Frederick Road Fredericksburg, Texas 78624	Five Star Quality Care-TX, LLC

WISCONSIN :	GREENTREE HEALTH & REHABILITATION CENTER 70 Greentree Road Clintonville, Wisconsin 54929	Five Star Quality Care-WI, LLC

	PINE MANOR HEALTH CARE CENTER Village of Embarrass 1625 East Main Street Clintonville, Wisconsin 54929	Five Star Quality Care-WI, LLC

	MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING 700 East Stonegate Drive and 701 East Peutz Road Oak Creek, Wisconsin 53154	Five Star Quality Care-WI, LLC

	RIVER HILLS WEST HEALTHCARE CENTER 321 Riverside Drive Pewaukee, Wisconsin 53072	Five Star Quality Care-WI, LLC

	THE VIRGINIA HEALTH & REHABILITATION CENTER 1451 Cleveland Avenue Waukesha, Wisconsin 53186	Five Star Quality Care-WI, LLC

SCHEDULE 3

THE FACILITIES

ARIZONA:

FORUM AT DESERT HARBOR
13840 North Desert Harbor Drive
Peoria, AZ 85381

FORUM AT TUCSON
2500 North Rosemont Blvd.
Tucson, AZ 85712

CALIFORNIA:

THE REMINGTON CLUB I and II
16925 Hierba Drive and 16916 Hierba Drive
San Diego, CA 92128

RIO LAS PALMAS
877 East March Lane
Stockton, CA 95207

DELAWARE:

FOULK MANOR NORTH
1212 Foulk Road
Wilmington, DE 19803

FLORIDA:

PARK SUMMIT AT CORAL SPRINGS
8500 Royal Palm Blvd.
Coral Springs, FL 33065

CORAL OAKS
900 West Lake Road
Palm Harbor, FL 34684

GEORGIA:

SAVANNAH SQUARE
One Savannah Square Drive
Savannah, GA 31406

INDIANA:

FORUM AT THE CROSSING
8505 Woodfield Crossing Blvd.
Indianapolis, IN 46240

KANSAS:

FORUM AT OVERLAND PARK
3501 West 95th Street
Overland Park, KS 66206

KENTUCKY:

FORUM AT BROOKSIDE
200 Brookside Drive
Louisville, KY 40243

MARYLAND:

HEARTFIELDS AT EASTON
700 Port Street
Easton, MD 21601

HEARTLANDS AT ELLICOTT CITY
3004 North Ridge Road
Ellicott City, MD 21043

HEARTLANDS AT SEVERNA PARK
715 Benfield Road
Severna Park, MD 21146

ASPENWOOD
14400 Homecrest Road
Silver Springs, MD 20906

MASSACHUSETTS:

GABLES AT WINCHESTER
299 Cambridge Street
Winchester, MA 01890

NEW MEXICO:

MONTEBELLO
10500 Academy Road
Albuquerque, NM 87111

NORTH CAROLINA:

HEARTFIELDS AT CARY
1050 Crescent Green Drive
Cary, NC 27511

OHIO:

FORUM AT KNIGHTSBRIDGE
4590 and 4625 Knightsbridge Blvd.
Columbus, OH 43214

TEXAS:

FORUM AT MEMORIAL WOODS
777 North Post Oak Road
Houston, TX 77024

FORUM AT LINCOLN HEIGHTS
311 West Nottingham Road
San Antonio, TX 78209

FORUM AT WOODLANDS
5055 W Panther Creek Drive
The Woodlands, TX 77381

VIRGINIA:

MORNINGSIDE OF CHARLOTTESVILLE
491 Crestwood Drive
Charlottesville, VA 22903

HEARTFIELDS AT FREDERICKSBURG
20 HeartFields Lane
Fredericksburg, VA 22405

MORNINGSIDE OF BELLGRADE
2800 Polo Parkway
Midlothian, VA 23113

MORNINGSIDE OF NEWPORT NEWS
655 Denbigh Boulevard
Newport News, VA 23608

WISCONSIN :

MEADOWMERE - NORTHSHORE ASSISTED LIVING
10803 North Port Washington Road
Mequon, WI 53092

Exhibit 99.7

AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT

( LEASE NO. 4 )

W I T N E S S E T H :

WHEREAS, Subtenant Guarantors and Landlord and certain affiliates of Landlord are parties to those certain Amended and Restated Subtenant Guaranty Agreements, dated as of June 30, 2008 and July 1, 2008 (collectively, the “ Original Subtenant Guarantees ”); and

WHEREAS, the Original Subtenant Guarantees guarantee all of the payment and performance obligations of the tenants under those certain Amended and Restated Lease Agreements, dated as of June 30, 2008 and July 1, 2008, as further described in the Original Subtenant Guarantees (collectively, the “ Original Leases ”); and

WHEREAS , this Guaranty amends and restates the Original Subtenant Guarantees with respect to that certain Amended and Restated Lease Agreement, dated as of the date hereof, between Landlord and Five Star Quality Care — NS Tenant, LLC, a Maryland limited liability company, Five Star Quality Care Trust, a Maryland business trust and FS Tenant Holding Company Trust , a Maryland business trust (collectively, “ Tenant ”) (as the same

may be amended, modified or supplemented from time to time, the “ Amended Lease No. 4 ”); and

WHEREAS , the transactions contemplated by the Amended Lease No. 4 are of direct material benefit to the Subtenant Guarantors;

1. Certain Terms . Capitalized terms used and not otherwise defined in this Guaranty shall have the meanings ascribed to such terms in the Amended Lease No. 4. The Amended Lease No. 4 and the Incidental Documents are hereinafter collectively referred to as the “ Amended Lease No. 4 Documents ”.

2. Guaranteed Obligations . For purposes of this Guaranty the term “ Guaranteed Obligations ” shall mean the payment and performance of each and every obligation of Tenant to Landlord under the Amended Lease No. 4 and the Amended Lease No. 4 Documents or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Amended Lease No. 4.

3. Representations and Covenants . Each Subtenant Guarantor jointly and severally represents, warrants, covenants, and agrees that:

3.1 Incorporation of Representations and Warranties . The representations and warranties of Tenant and its Affiliated Persons set forth in the Amended Lease No. 4 Documents are true and correct on and as of the date hereof in all material respects.

3.3 Validity of Agreement . Each Subtenant Guarantor has duly and validly executed and delivered this Guaranty; this

3.5 Notices . Each Subtenant Guarantor shall promptly give notice to Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.

3.6 Reports . Each Subtenant Guarantor shall promptly provide to Landlord each of the financial reports, certificates and other documents required of it under the Amended Lease No. 4 Documents.

3.7 Books and Records . Each Subtenant Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its

3.9 Legal Existence of Subtenant Guarantors . Each Subtenant Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

3.10 Compliance . Each Subtenant Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of,

3.13 No Change in Control . No Subtenant Guarantor shall permit the occurrence of any direct or indirect Change in Control of Tenant or of such Subtenant Guarantor.

4. Guarantee . Each Subtenant Guarantor hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to any Amended Lease No. 4 Document, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Amended Lease No. 4 Documents. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, the Subtenant Guarantors shall, in the case of monetary obligations, within five (5) Business Days after receipt of notice from Landlord, pay or cause to be paid to Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment in accordance with the applicable provisions of the Amended Lease No. 4 Documents) or, in the case of non-monetary

obligations, perform or cause to be performed such obligations in accordance with the Amended Lease No. 4 Documents.

6. Unenforceability of Guaranteed Obligations, Etc. If Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Amended Lease No. 4 Documents), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of any Amended Lease No. 4 Document or any limitation on the liability of Tenant thereunder not contemplated by the Amended Lease No. 4 Documents or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Guaranty shall nevertheless remain in full force and effect and shall be binding upon each Subtenant Guarantor to the same extent as if such Subtenant Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.

8. Consents and Waivers, Etc. Each Subtenant Guarantor hereby acknowledges receipt of correct and complete copies of each of the Amended Lease No. 4 Documents, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any principal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of this Guaranty and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or

nonperformance or Event of Default under any of the Guaranteed Obligations or the Amended Lease No. 4 Documents, (d) notice of the terms, time and place of any private or public sale of any collateral held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Amended Lease No. 4 Documents, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the extent such Subtenant Guarantor lawfully may do so, any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Guaranty, or any of the Amended Lease No. 4 Documents or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Amended Lease No. 4 Documents).

9. No Impairment, Etc. The obligations, covenants, agreements and duties of each of the Subtenant Guarantors under this Guaranty shall not be affected or impaired by any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to each such Subtenant Guarantor, or any waiver by Landlord or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by Tenant or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Amended Lease No. 4 Documents or any indulgence in or the extension of the time for payment by Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Amended Lease No. 4 Documents or any other instrument or agreement relating to the Guaranteed Obligations or of the time for performance by Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by Landlord or any other holder of such Guaranteed Obligations to Tenant, such Subtenant Guarantor’s obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary

10. Reimbursement, Subrogation, Etc. Each Subtenant Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against Tenant (or any other person against whom Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Amended Lease No. 4, and until all indebtedness of Tenant to Landlord shall have been paid in full, no Subtenant Guarantor shall have any right of subrogation, and each Subtenant Guarantor waives any defense it may have based upon any election of remedies by Landlord which destroys its subrogation rights or its rights to proceed against Tenant for reimbursement, including, without limitation, any loss of rights such Subtenant Guarantor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to Landlord. Until all obligations of Tenant pursuant to the Amended Lease No. 4 Documents shall have been paid and satisfied in full, each Subtenant Guarantor further waives any right to enforce any remedy which Landlord now has or may in the future have against Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by Landlord.

if to Landlord to:

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]

if to any Subtenant Guarantor to:

c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

13. Successors and Assigns . Whenever in this Guaranty any of the parties hereto is referred to, such reference shall be

15. Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all

respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

Guaranty shall be reformed and construed and enforced to the maximum extent permitted by applicable law.

22. NON-LIABILITY OF TRUSTEES . THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE “ DECLARATIONS ”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

23. Original Guaranty . The Subtenant Guarantors and Landlord acknowledge and agree that this Guaranty amends and restates the Original Subtenant Guarantees in their entirety with respect to the Guaranteed Obligations and that this Guaranty shall govern the rights and obligations of the Subtenant Guarantors with respect to the Guaranteed Obligations from and after the date of this Guaranty. Notwithstanding the foregoing, the Original Subtenant Guarantees shall continue to govern the rights and obligations of the Subtenant Guarantors with respect to the Guaranteed Obligations (as defined in the Original Subtenant Guarantees) prior to the date of this

Guaranty and nothing contained in this Guaranty shall operate to release the Subtenant Guarantors from any such rights or obligations.

[Remainder of page intentionally left blank.]

WITNESS the execution hereof under seal as of the date above first written.

SUBTENANT GUARANTORS:

FIVE STAR QUALITY CARE-COLORADO, LLC,
FIVE STAR QUALITY CARE-FL, LLC,
FIVE STAR QUALITY CARE-GA, LLC,
FIVE STAR QUALITY CARE-GHV, LLC,
FIVE STAR QUALITY CARE-IA, LLC,
FIVE STAR QUALITY CARE-IL, LLC,
FIVE STAR QUALITY CARE-KS, LLC,
FIVE STAR QUALITY CARE-NE, LLC,
FIVE STAR QUALITY CARE-NJ, LLC,
FIVE STAR QUALITY CARE-VA, LLC,
FIVE STAR QUALITY CARE-WY, LLC,
FS TENANT POOL I TRUST, and
STOCKTON HERITAGE PARTNERS, LLC


By:	/s/ Bruce J. Mackey Jr.
	Bruce J. Mackey Jr.
	President of each of the foregoing entities

MORNINGSIDE OF GREENWOOD, L.P., and MORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIP

By:		LifeTrust America, Inc.,
		General Partner of each of the foregoing entities

		By:	/s/ Bruce J. Mackey Jr.
			Bruce J. Mackey Jr.
			President

MORNINGSIDE OF SKIPWITH-RICHMOND, LLC

By:		LifeTrust America, Inc.,
		Its Member

		By:	/s/ Bruce J. Mackey Jr.
			Bruce J. Mackey Jr.
			President

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (LEASE NO. 4)]

THE LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23 OF THIS AGREEMENT.

	CCOP SENIOR LIVING LLC, SNH CHS PROPERTIES TRUST, SNH NS PROPERTIES TRUST, SNH SOMERFORD PROPERTIES TRUST SNH/LTA PROPERTIES GA LLC, SNH/LTA PROPERTIES TRUST, and SPTIHS PROPERTIES TRUST



	By:	/s/ David J. Hegarty
		David J. Hegarty
		President of each of the foregoing entities

[SIGNATURE PAGE TO AMENDED AND RESTATED SUBTENANT GUARANTY AGREEMENT (LEASE NO. 4)]

Exhibit 99.8

AMENDED AND RESTATED SECURITY AGREEMENT

(LEASE NO. 4)

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “ Agreement ”) is entered into as of this 4 th day of August, 2009, by FIVE STAR QUALITY CARE – NS TENANT, LLC , a Maryland limited liability company and FIVE STAR QUALITY CARE TRUST , a Maryland business trust, and FS TENANT HOLDING COMPANY TRUST, a Maryland business trust (collectively, “ Tenant ”), and CCOP SENIOR LIVING LLC , a Delaware limited liability company, SNH CHS PROPERTIES TRUST, a Maryland real estate investment trust, SNH NS PROPERTIES TRUST, a Maryland real estate investment trust, SNH SOMERFORD PROPERTIES TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES GA LLC , a Maryland limited liability company, SNH/LTA PROPERTIES TRUST , a Maryland real estate investment trust, and SPTIHS PROPERTIES TRUST , a Maryland real estate investment trust, (together with their successors and assigns, collectively, the “ Secured Parties ”).

W I T N E S S E T H :

WHEREAS , the Secured Parties and Tenant are parties to certain Amended and Restated Lease Agreements, dated as of June 30, 2008 and/or July 1, 2008, as the same have been amended to date (as so amended, the “ Original Leases ”); and

WHEREAS , in connection with the Original Leases, Tenant and the Secured Parties are parties to certain Amended and Restated Security Agreements, dated as of June 30, 2008 and/or July 1, 2008, as each has been confirmed from time to time (as so confirmed, the “ Original Security Agreements ”), pursuant to which Tenant granted to such Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Original Leases; and

WHEREAS , as of the date hereof, the Secured Parties and Tenant are amending and restating the Original Leases into four separate leases, one of which shall be named the Amended and Restated Master Lease Agreement (Lease No. 4) , (the “ Amended Lease No. 4 ”); and

WHEREAS, pursuant to the Amended Lease No. 4, Tenant is required to grant to the Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Amended Lease No. 4; and

WHEREAS, in connection with the foregoing, Tenant and the Secured Parties wish to amend and restate the Original Security Agreements into four separate security agreements, one of which shall act as security for the payment and performance of the Obligations (as hereinafter defined), all subject to and upon the terms and conditions herein set forth; and

“ Affiliated Person ” shall have the meaning given such term in the Amended Lease No. 4.

“ Amended Lease No. 4 ” shall have the meaning given such term in the recitals to this Agreement.

“ Business Day ” shall have the meaning given such term in the Amended Lease No. 4.

(a) all goods, including, without limitation, all Equipment; and

(b) all General Intangibles; and

“ Event of Default ” shall have the meaning given such term in Section 6 .

“ Facilities ” shall have the meaning given such term in the Amended Lease No. 4.

“ Instrument ” shall have the meaning give such term in Article 9 of the Uniform Commercial Code.

“ Leased Property ” shall have the meaning given such term in the Amended Lease No. 4.

“ Legal Requirements ” shall have the meaning given such term in the Amended Lease No. 4.

“ Obligations ” shall mean each and every obligation and liability of Tenant to the Secured Parties, whether existing as of the date hereof or hereafter arising, under the Original Leases or the Amended Lease No. 4 or any other document or agreement executed and delivered pursuant thereto, including, without limitation, the payment of the rent and the payment and performance of each and every other obligation of Tenant to the Secured Parties, whether existing as of the date hereof or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due under the Original Leases or the Amended Lease No. 4.

“ Original Leases ” shall have the meaning given such term in the recitals to this Agreement.

“ Original Security Agreements ” shall have the meaning given such term in the recitals to this Agreement;

“ Overdue Rate ” shall have the meaning given to such term in the Amended Lease No. 4.

“ Person ” shall have the meaning given such term in the Amended Lease No. 4.

“ Property ” shall have the meaning given such term in the Amended Lease No. 4.

“ Rent ” shall have the meaning given such term in the Amended Lease No. 4.

“ Secured Parties ” shall have the meaning given such term in the preamble to this Agreement.

“ Tenant ” shall have the meaning given such term in the preamble to this Agreement.

“ Uniform Commercial Code ” means Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts from time to time.

(a) Each of the warranties and representations of Tenant contained herein, in the Amended Lease No. 4 or in any other document executed in connection herewith or therewith are true and correct on the date hereof.

(b) Except for the lien granted to the Secured Parties pursuant to this Agreement and any liens permitted under the Amended Lease No. 4, Tenant is, and as to the Collateral acquired from time to time after the date hereof Tenant will be, the owner of all the Collateral free from any lien, security interest, encumbrance or other right, title or interest of any Person, except for the security interest of the Secured Parties therein, and Tenant shall defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Secured Parties. The lien granted in this Agreement by Tenant to the Secured Parties in the Collateral is not prohibited by and does not constitute a default under any agreements or other instruments constituting a part of the Collateral, and no consent is required of any Person to effect such lien which has not been obtained.

remains in effect or any of the Obligations or any obligations of any Affiliated Person of Tenant to the Secured Parties remain unpaid, Tenant will not execute and there will not be on file in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Collateral, except financing statements filed or to be filed in respect of and covering the security interest of the Secured Parties.

(f) The corporate name and organizational identification number of each of the Entities comprising Tenant

are as set forth on the signature page hereto. The name under which each of the Facilities is operated is set forth on Schedule 2 . Tenant shall not (i) change such name without providing the Secured Parties with thirty (30) days’ prior written notice and making all filings and taking all such other actions as the Secured Parties determines are necessary or appropriate to continue or perfect the security interest granted hereunder, (ii) change its corporate organizational number, nor (iii) conduct its business in any other name or take title to any Collateral in any other name while this Agreement remains in effect. Except as otherwise set forth on Schedule 1 , Tenant has not ever had any other name nor conducted business in any other name in any jurisdiction. The organizational structure of Tenant is as set forth in the preamble to this Agreement. Subject to the terms and conditions of the Amended Lease No. 4, Tenant shall not change its organizational structure or jurisdiction of organization without giving at least thirty (30) days’ prior written notice thereof to the Secured Parties.

(i) discharge any liens which have or may take priority over the lien hereof; and

(ii) pay all premiums payable on the insurance policies referred to in the Amended Lease No. 4 or any other document or agreement executed in connection therewith or herewith, upon the failure of Tenant to make such payments within the time permitted therein.

(h) If any of the Collateral at any time becomes evidenced by an Instrument, Tenant shall promptly deliver such Instrument to the Secured Parties, appropriately endorsed to the

order of the Secured Parties, to be held pursuant to this Agreement.

(i) Tenant shall not sell, transfer, change the registration, if any, of, dispose of, attempt to dispose of, or substantially modify or abandon the Collateral or any material part thereof, other than as permitted under the Amended Lease No. 4, without the prior written consent of the Secured Parties. Except as permitted under the Amended Lease No. 4, Tenant shall not create, incur, assume or suffer to exist any lien upon any of the Collateral without the prior written consent of the Secured Parties.

Equipment and the liability of Tenant to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Equipment may be lost, destroyed, stolen or damaged or for any reason whatsoever have become unavailable to Tenant. Upon the request of the Secured Parties, Tenant shall provide to the Secured Parties a current list of Equipment.

Section 5 . Financing Statements; Documentary Stamp Taxes .

Section 6 . Event of Default . For purposes of this Agreement, the term “ Event of Default ” shall mean (a) the occurrence of an Event of Default under the Amended Lease No. 4 or any document or agreement executed in connection therewith; (b) the failure of Tenant to comply with any of its covenants or obligations under this Agreement and the continuance thereof for a period of ten (10) Business Days after written notice thereof; (c) any representation or warranty contained herein or made by Tenant in connection herewith shall prove to have been false or misleading in any material respect when made; or (d) the occurrence of any default or event of default under any document, instrument or agreement evidencing the Obligations.

Section 7 . Remedies .

(a) Upon the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies now or hereafter granted under applicable law, under the Amended Lease No. 4 or under any other documents or agreements entered into in connection herewith or therewith, and not by way of limitation of any such rights and remedies, the Secured Parties shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any applicable jurisdiction, and the right, without notice to, or assent by, Tenant, in the name of Tenant or, subject to any limitations imposed by applicable Legal Requirements, in the name of the Secured Parties or otherwise:

enter into any and all such agreements with respect to the leasing, management and/or operation of the Collateral or any part thereof as the Secured Parties may see fit; to collect and receive all rents, issues, profits, fees, revenues and other income of the same and every part thereof which rents, issues, profits, fees, revenues and other income may be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Secured Parties may be required or may elect to make, if any, for taxes, assessments, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Parties may be required or authorized to make under any provision of this Agreement (including, without limitation, reasonable legal costs and attorneys’ fees);

(iv) to execute any instrument and do all other things necessary and proper to protect and preserve and realize upon the Collateral and the other rights contemplated hereby;

(ii) the Secured Parties may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

(v) to the extent that it may lawfully do so, Tenant agrees that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take advantage of, any appraisement, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Collateral or any part thereof shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other document, the Amended Lease No. 4 or any other document or agreement entered into in connection herewith or therewith, and Tenant hereby expressly waives all benefit or advantage of any such laws and covenants that it will not hinder, delay or impede the execution of any power granted or delegated to the Secured Parties in this Agreement, but will suffer and permit the execution of every such power as though no such laws were in force.

In the event of any sale of Collateral pursuant to this Section 7 , the Secured Parties shall, at least ten (10) days before such

sale, give Tenant written notice of its intention to sell, except that, if the Secured Parties shall determine in their reasonable discretion that any of the Collateral threatens to decline in value, any such sale may be made upon three (3) days’ written notice to Tenant, which time periods Tenant hereby agrees are reasonable.

Section 8 . Application of Moneys . All moneys which the Secured Parties shall receive pursuant hereto shall first be applied (to the extent thereof) to the payment of all reasonable costs and expenses incurred in connection with the administration and enforcement of, or the preservation of any rights under, this Agreement or the Amended Lease No. 4 (including, without limitation, the reasonable fees and disbursements of its counsel and agents), and the balance, if any, shall be applied first to accrued and unpaid interest, charges and fees on, and then to outstanding principal of, any Obligations or any other obligations of Tenant (or its affiliates) to the Secured Parties, and then to any other amounts outstanding on any such Obligations and then as required by law to any other parties having an interest therein.

(i) the substitution, release or surrender of any Collateral, (ii) the addition or release of Persons primarily or secondarily liable on any Obligation or on any Collateral, (iii) the acceptance of partial payments on any Collateral and/or the settlement or compromise thereof, (iv) any requirement of diligence or promptness on the part of the Secured Parties in the enforcement of any rights in respect of any Collateral or any other agreement or instrument directly or indirectly relating thereto, and (v) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Collateral. No delay or omission on the part of the Secured Parties or any holder of Obligations in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. No waiver of any such right on any one occasion shall be construed as a bar to or waiver of any such right on any future occasion. No course of dealing between Tenant and the Secured Parties or any holder of Obligations, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Parties or any holder of Obligations, any right, power or privilege hereunder or under any of the Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.

permitted by applicable law, Tenant hereby agrees that it will not invoke any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Secured Parties’ rights under this Agreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed, and, to the maximum extent permitted by applicable law, Tenant hereby irrevocably waives the benefits of all such laws.

Section 11 . Disputes . Any disputes, claims or controversies between or among the parties hereto arising out of or relating to this Guaranty or the transactions contemplated hereby, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Guaranty (all of which are referred to as “ Disputes ”) or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance

with the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (“ AAA ”) then in effect, except as modified herein. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

There shall be three arbitrators. If there are (a) only two parties to the Dispute, each party shall select one arbitrator within fifteen days after receipt by respondent of a copy of the demand for arbitration and (b) more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator. The two party-nominated arbitrators shall jointly nominate the third and presiding arbitrator within fifteen days of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause. For the avoidance of doubt, the arbitrators appointed by the parties to such Dispute may be affiliates or interested persons of such parties but the third arbitrator elected by the party arbitrators or by the AAA shall be unaffiliated with either party.

The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

In rendering an award or decision (the “ Arbitration Award ”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts. Any arbitration proceedings or Arbitration Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Arbitration Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

Except to the extent expressly provided by this Guaranty or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including

attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action by a holder of any party, award any portion of such party’s award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

The Arbitration Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Arbitration Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetary obligation shall pay that obligation on or before the thirtieth day following the date of the Arbitration Award or such other date as the Arbitration Award may provide.

Section 13 . Miscellaneous .

(b) Any notice or demand upon Tenant or the Secured Parties shall be deemed to have been sufficiently given when given in accordance with the provisions of the Amended Lease No. 4.

(d) The obligations of Tenant hereunder shall remain in full force and effect without regard to, and shall not be impaired by, (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of Tenant; (ii) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of this Agreement, the Amended Lease No. 4 or any document or agreement executed in connection herewith or therewith, the Obligations or any security for any of the Obligations; or (iii) any amendment to or modification of any of the Amended Lease No. 4 or any document or agreement executed in connection herewith or therewith, the Obligations or any security for any of the Obligations; whether or not Tenant shall have notice or knowledge of any of the foregoing. The rights and remedies of the Secured Parties herein provided for are cumulative and not exclusive of any rights or remedies which the Secured Parties would otherwise have, including, without limitation, under the Amended Lease No. 4 or any document or agreement executed in connection herewith or therewith. This Agreement is intended as a supplement for and is not intended to supersede in any respect the Amended Lease No. 4 or any document or agreement executed in connection herewith or therewith. Each Entity comprising Tenant hereunder shall be jointly and severally liable for the payment and performance of each and every obligation and liability of Tenant hereunder.

UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES. ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal as of the date first above written.

	TENANT:

	FIVE STAR QUALITY CARE – NS TENANT, LLC,
	FIVE STAR QUALITY CARE TRUST, and
	FS TENANT HOLDING COMPANY TRUST


	By:	/s/ Bruce J. Mackey Jr.
		Bruce J. Mackey Jr.
		President of each of the foregoing entities


	FIVE STAR QUALITY CARE TRUST
	Corporate Organizational Number:

	B06518864

	FIVE STAR QUALITY CARE – NS TENANT, LLC
	Corporate Organizational Number:

	W12602942

	FS TENANT HOLDING COMPANY TRUST
	Corporate Organizational Number:

	B06518245

[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT (LEASE NO. 4)]

	SECURED PARTIES:

	CCOP SENIOR LIVING LLC,
	SNH CHS PROPERTIES TRUST,
	SNH NS PROPERTIES TRUST,
	SNH SOMERFORD PROPERTIES TRUST,
	SNH/LTA PROPERTIES GA LLC,
	SNH/LTA PROPERTIES TRUST, and
	SPTIHS PROPERTIES TRUST


	By:	/s/ David J. Hegarty
		David J. Hegarty
		President of each of the foregoing entities

[SIGNATURE PAGE TO AMENDED AND RESTATED SECURITY AGREEMENT (LEASE NO. 4)]

SCHEDULE 1

CHIEF EXECUTIVE OFFICE:

400 Centre Street

Newton, Massachusetts 02458

PRINCIPAL PLACE OF BUSINESS:

400 Centre Street

Newton, Massachusetts 02458

SCHEDULE 2

THE FACILITIES

CALIFORNIA :

SOMERFORD PLACE - STOCKTON

3530 Deer Park Drive

Stockton, California 95219

COLORADO :

LA VILLA GRANDE CARE CENTER

2501 Little Bookcliff Drive

Grand Junction, Colorado 81501

FLORIDA :

COURT AT PALM AIRE

2701 North Course Drive

Pompano Beach, Florida 33069

GEORGIA :

SOUTHLAND CARE CENTER

606 Simmons Street

Dublin, Georgia 31021

AUTUMN BREEZE HEALTHCARE CENTER

1480 Sandtown Road

Marietta, Georgia 30008

NORTHLAKE GARDENS

1300 Montreal Road

Tucker, Georgia 30084

IOWA :

WESTRIDGE QUALITY CARE & REHABILITATION

600 Manor Drive

Clarinda, Iowa 51632

ILLINOIS :

BRENDEN GARDENS

900 Southwind Road

Springfield, Illinois 62703

KANSAS :

OVERLAND PARK PLACE

6555 West 75 th Street

Overland Park, Kansas 66204

KENTUCKY :

MORNINGSIDE OF MAYFIELD

1517 West Broadway

Mayfield, Kentucky 42066

THE NEIGHBORHOOD OF SOMERSET

100 Neighborly Drive

Somerset, Kentucky 42503

NEBRASKA :

CENTENNIAL PARK RETIREMENT VILLAGE

510 Centennial Circle

North Platte, Nebraska 69101

WESTGATE ASSISTED LIVING

3030 South 80 th Street

Omaha, Nebraska 68124

NEW JERSEY :

NEWSEASONS AT CHERRY HILL

490 Cooper Landing Road

Cherry Hill, New Jersey 08002

NEWSEASONS AT MOUNT ARLINGTON

2 Hillside Drive

Mount Arlington, New Jersey 07856

PENNSYLVANIA :

NEWSEASONS AT NEW BRITAIN

800 Manor Drive

Chalfont, Pennsylvania 18914

NEWSEASONS AT CLARKS SUMMIT

950 Morgan Highway

Clarks Summit, Pennsylvania 18411

NEWSEASONS AT EXTON

600 North Pottstown Pike

Exton, Pennsylvania 19341

NEWSEASONS AT GLEN MILLS (CONCORDVILLE)

242 Baltimore Pike

Glen Mills, Pennsylvania 19342

NEWSEASONS AT TIFFANY COURT

700 Northampton Street

Kingston, Pennsylvania 18704

SOUTH CAROLINA :

MORNINGSIDE OF GREENWOOD

116 Enterprise Court

Greenwood, South Carolina 29649

TEXAS :

MONTEVISTA AT CORONADO

1575 Belvidere

El Paso, Texas 79912

VIRGINIA :

DOMINION VILLAGE OF POQUOSON

531 Wythe Creek Road

Poquoson, Virginia 23662

MORNINGSIDE IN THE WEST END

3000 Skipwith Road

Richmond, Virginia 23294

WYOMING :

WORLAND HEALTHCARE & REHABILITATION CENTER

1901 Howell Avenue

Worland, Wyoming 82401

SCHEDULE 3

THE FACILITIES

ARIZONA:

FORUM AT DESERT HARBOR
13840 North Desert Harbor Drive
Peoria, AZ 85381

FORUM AT TUCSON
2500 North Rosemont Blvd.
Tucson, AZ 85712

CALIFORNIA:

THE REMINGTON CLUB I and II
16925 Hierba Drive and 16916 Hierba Drive
San Diego, CA 92128

RIO LAS PALMAS
877 East March Lane
Stockton, CA 95207

DELAWARE:

FOULK MANOR NORTH
1212 Foulk Road
Wilmington, DE 19803

FLORIDA:

PARK SUMMIT AT CORAL SPRINGS
8500 Royal Palm Blvd.
Coral Springs, FL 33065

CORAL OAKS
900 West Lake Road
Palm Harbor, FL 34684

GEORGIA:

SAVANNAH SQUARE
One Savannah Square Drive
Savannah, GA 31406

INDIANA:

FORUM AT THE CROSSING
8505 Woodfield Crossing Blvd.
Indianapolis, IN 46240

KANSAS:

FORUM AT OVERLAND PARK
3501 West 95th Street
Overland Park, KS 66206

KENTUCKY:

FORUM AT BROOKSIDE
200 Brookside Drive
Louisville, KY 40243

MARYLAND:

HEARTFIELDS AT EASTON
700 Port Street
Easton, MD 21601

HEARTLANDS AT ELLICOTT CITY
3004 North Ridge Road
Ellicott City, MD 21043

HEARTLANDS AT SEVERNA PARK
715 Benfield Road
Severna Park, MD 21146

ASPENWOOD
14400 Homecrest Road
Silver Springs, MD 20906

MASSACHUSETTS:

GABLES AT WINCHESTER
299 Cambridge Street
Winchester, MA 01890

NEW MEXICO:

MONTEBELLO
10500 Academy Road
Albuquerque, NM 87111

NORTH CAROLINA:

HEARTFIELDS AT CARY
1050 Crescent Green Drive
Cary, NC 27511

OHIO:

FORUM AT KNIGHTSBRIDGE
4590 and 4625 Knightsbridge Blvd.
Columbus, OH 43214

TEXAS:

FORUM AT MEMORIAL WOODS
777 North Post Oak Road
Houston, TX 77024

FORUM AT LINCOLN HEIGHTS
311 West Nottingham Road
San Antonio, TX 78209

FORUM AT WOODLANDS
5055 W Panther Creek Drive
The Woodlands, TX 77381

VIRGINIA:

MORNINGSIDE OF CHARLOTTESVILLE
491 Crestwood Drive
Charlottesville, VA 22903

HEARTFIELDS AT FREDERICKSBURG
20 HeartFields Lane
Fredericksburg, VA 22405

MORNINGSIDE OF BELLGRADE
2800 Polo Parkway
Midlothian, VA 23113

MORNINGSIDE OF NEWPORT NEWS
655 Denbigh Boulevard
Newport News, VA 23608

WISCONSIN :

MEADOWMERE - NORTHSHORE ASSISTED LIVING
10803 North Port Washington Road
Mequon, WI 53092

Exhibit 99.9

AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT

(LEASE NO. 4)

W I T N E S S E T H :

WHEREAS , the Secured Parties and Five Star Quality Care Trust, Five Star Quality Care–NS Tenant, LLC, and FS Tenant Holding Company Trust (collectively, “ Tenant ”) are parties to certain Amended and Restated Lease Agreements, dated as of June 30, 2008 and/or July 1, 2008, as the same have been amended to date (as so amended, the “ Original Leases ”); and

WHEREAS , pursuant to various Sublease Agreements as further described on Exhibit A attached hereto as the Subleases (collectively, the “ Subleases ”), Tenant sublease certain of the premises demised under the Original Leases to the Subtenants, subject to and upon the terms and conditions set forth in the Subleases; and

WHEREAS, pursuant to the Original Leases, the Secured Parties and the Subtenants are parties to certain Amended and Restated Subtenant Security Agreements dated as of June 30, 2008 and/or July 1, 2008, as confirmed from time to time (as so confirmed, collectively, the “ Original Subtenant Security Agreements ”), pursuant to which the Subtenants granted to such Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Original Leases which they sublease pursuant to the Subleases; and

WHEREAS, pursuant to the Amended Lease No. 4, the Subtenants are required to grant to the Secured Parties a first and perfected lien and security interest in certain collateral related to the properties demised under the Amended Lease No. 4 which they sublease pursuant to the Subleases (collectively, the “ Subleased Properties ”); and

WHEREAS, in connection with the foregoing the Subtenants and the Secured Parties wish to amend and restate the Original Subtenant Security Agreements into four separate subtenant security agreements, one of which shall act as security for the payment and performance of the Obligations (as hereinafter defined), all subject to and upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Subtenants and the Secured Parties hereby agree that the Original Subtenant Security Agreements are hereby amended and restated, effective as of the date hereof, to read as follows:

“ Affiliated Person ” shall have the meaning given such term in the Amended Lease No. 4.

“ Amended Lease No. 4 ” shall have the meaning given such term in the recitals to this Agreement.

“ Business Day ” shall have the meaning given such term in the Amended Lease No. 4.

and supporting obligations thereof, including, but not limited to, the following:

(a) all goods, including, without limitation, all Equipment; and

(b) all General Intangibles; and

(d) all claims, rights, powers or privileges and remedies relating to the foregoing or arising in connection therewith, including, without limitation, all Licenses and Permits which such Subtenant legally may grant a security interest in, rights to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval; all liens, security, guaranties, endorsements, warranties and indemnities and all insurance, eminent domain and condemnation awards and claims therefor relating thereto or arising in connection therewith; all rights to property forming the subject matter of any of the foregoing, including, without limitation, rights to stoppage in transit and rights to returned or repossessed property; all writings relating to the foregoing or arising in connection therewith; and

“ Event of Default ” shall have the meaning given such term in Section 6 .

“ Facilities ” shall have the meaning given such term in the Amended Lease No. 4.

“ General Intangibles ” shall mean all present and future general intangibles and contract rights (other than Excluded Collateral) which constitute, arise from or relate to the operation, maintenance or repair of each Subtenant’s Subleased Properties, or any portion thereof, including, but not limited to, all causes of action, corporate or business records, inventions, designs, patents, patent applications, trademarks, trademark registrations and applications therefor, goodwill, trade names, trade secrets, trade processes, copyrights, copyright registrations and applications therefor, franchises, customer lists, computer programs, claims under guaranties, tax refund claims, rights and claims against carriers and shippers, leases, claims under insurance policies, all rights to indemnification and all other intangible personal property of every kind and nature which constitutes, arises from or relates to the operation, maintenance or repair of such Subleased Properties, or any portion thereof.

“ Instrument ” shall have the meaning given such term in Article 9 of the Uniform Commercial Code.

“ Leased Property ” shall have the meaning given such term in the Amended Lease No. 4.

“ Licenses ” shall mean all certificates of need (if any), licenses, permits, rights of use, covenants or rights otherwise benefiting or permitting the use and operation of each Subtenant’s Subleased Properties or any part thereof pertaining to the operation, maintenance or repair of such Subleased Properties or any portion thereof.

“ Obligations ” shall mean each and every obligation and liability of Tenant to the Secured Parties under the Original Leases and Amended Lease No. 4 or any other document or agreement executed and delivered pursuant thereto, including, without limitation, the payment of the rent and the payment and performance of each and every other obligation of Tenant to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due.

“ Original Leases ” shall have the meaning given such term in the recitals to this Agreement.

“ Original Subtenant Security Agreements ” shall have the meaning given such term in the recitals to this Agreement.

“ Overdue Rate ” shall have the meaning given such term in the Amended Lease No. 4.