Exhibit 10.1


 


AMENDED
AND RESTATED


 


master
MANAGEMENT AGREEMENT


 


June 9,
2021


 






     


     


    

 


TABLE
OF CONTENTS


 	 	 	Page
	ARTICLE I               DEFINITIONS	1
	Section 1.01.	AAA	1
	Section 1.02.	Accountants	1
	Section 1.03.	Adverse Regulatory Event	1
	Section 1.04.	Affiliate	1
	Section 1.05.	Agreement	2
	Section 1.06.	Annual Operating Budget	2
	Section 1.07.	Appellate Rules	2
	Section 1.08.	Approved Budget	2
	Section 1.09.	Award	2
	Section 1.10.	Bankruptcy	2
	Section 1.11.	Base Fee	2
	Section 1.12.	Business Day	2
	Section 1.13.	Change in Control	3
	Section 1.14.	Code	3
	Section 1.15.	Community and Communities	3
	Section 1.16.	Community Expenses	3
	Section 1.17.	Company and Companies	4
	Section 1.18.	Condemnation	4
	Section 1.19.	Construction Supervision Fee	4
	Section 1.20.	Consumer Price Index	5
	Section 1.21.	DHC	5
	Section 1.22.	DHC Parties	5
	Section 1.23.	Discount Rate	5
	Section 1.24.	Disputes	5
	Section 1.25.	EBITDA	5
	Section 1.26.	Event of Default	5
	Section 1.27.	Excess Invested Capital	6
	Section 1.28.	FF&E	6
	Section 1.29.	FVE	6
	Section 1.30.	FVE Common Shares	6
	Section 1.31.	FVE Parties	6
	Section 1.32.	GAAP	6
	Section 1.33.	Governmental Authority	6
	Section 1.34.	Gross Revenues	6
	Section 1.35.	Guaranty	7
	Section 1.36.	HIPAA	7
	Section 1.37.	Home Office Personnel	7
	Section 1.38.	Household Replacements	7
	Section 1.39.	Impositions	7
	Section 1.40.	Incentive Fee	7
	Section 1.41.	Intellectual Property	7
	Section 1.42.	Interest Rate	7




 






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	Section 1.43.	Invested Capital	7
	Section 1.44.	Lease	8
	Section 1.45.	Legal Requirements	8
	Section 1.46.	Liquidity	8
	Section 1.47.	Major Renovation or Repositioning	8
	Section 1.48.	Manager	8
	Section 1.49.	Mortgage	8
	Section 1.50.	Multiplier	8
	Section 1.51.	Non-Performing Asset	8
	Section 1.52.	Omnibus Agreement	8
	Section 1.53.	Original Management Agreements	8
	Section 1.54.	Other Requirements	8
	Section 1.55.	Owner and Owners	8
	Section 1.56.	Person	9
	Section 1.57.	Personnel Costs	9
	Section 1.58.	Portfolio EBITDA	9
	Section 1.59.	Portfolio Gross Revenues	9
	Section 1.60.	Portfolio Target EBITDA	9
	Section 1.61.	Privacy Standards	9
	Section 1.62.	Property	9
	Section 1.63.	Proposed Transaction	9
	Section 1.64.	Proprietary Marks	9
	Section 1.65.	Residents	10
	Section 1.66.	Restricted Payment	10
	Section 1.67.	Routine Capital Replacements	10
	Section 1.68.	Rules	10
	Section 1.69.	State	10
	Section 1.70.	Tangible Net Worth	10
	Section 1.71.	Target EBITDA	10
	Section 1.72.	Target Invested Capital	11
	Section 1.73.	Term	11
	Section 1.74.	Termination Fee	11
	Section 1.75.	Unsuitable for Use	11
	Section 1.76.	Working Capital	11
	ARTICLE II              APPOINTMENT OF THE MANAGER	11
	Section 2.01.	Appointment of the Manager.	11
	ARTICLE III            PAYMENTS TO THE MANAGER; WORKING CAPITAL; CAPITAL REPLACEMENTS; INSUFFICIENT FUNDS	12
	Section 3.01.	Management Fees	12
	ARTICLE IV              MANAGEMENT SERVICES	12
	Section 4.01.	Authority of the Manager and Management Services	12
	Section 4.02.	Hiring and Training of Staff	13
	Section 4.03.	The Manager’s Home Office Personnel	14
	Section 4.04.	Resident Agreements	14
	Section 4.05.	Contracts with Affiliates	14



 






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	Section 4.06.	Legal Requirements	14
	Section 4.07.	Closure of Units	15
	ARTICLE V              COLLECTIONS AND PAYMENTS	15
	Section 5.01.	Collection and Priorities for Distribution of Gross Revenues	15
	Section 5.02.	Timing of Payments	16
	Section 5.03.	Credits and Collections	16
	Section 5.04.	Depositories for Funds	16
	Section 5.05.	Impositions	16
	ARTICLE VI            ACCOUNTING; FINANCIAL STATEMENTS; AUDIT	17
	Section 6.01.	Accounting	17
	Section 6.02.	Financial Statements and Reports	17
	Section 6.03.	Audit Rights	17
	ARTICLE VII           ANNUAL OPERATING BUDGET	18
	Section 7.01.	Annual Operating Budget	18
	Section 7.02.	Working Capital; Insufficient Funds	18
	ARTICLE VIII           TAX MATTERS; REIT QUALIFICATION	19
	Section 8.01.	Tax Matters	19
	Section 8.02.	REIT Qualification	19
	Section 8.03.	Further Compliance with Section 856(d) of the Code	20
	Section 8.04.	Adverse Regulatory Event	21
	ARTICLE IX              FINANCING; INSPECTION	21
	Section 9.01.	Financing of the Community	21
	Section 9.02.	Conflicts with Loan Documentation	21
	Section 9.03.	The Company’s Right To Inspect	22
	ARTICLE X               REPAIRS AND MAINTENANCE	22
	Section 10.01.	Repairs, Maintenance, Routine Capital Replacements and Major Renovation and Repositioning	22
	Section 10.02.	Emergency Repairs	22
	Section 10.03.	Liens	22
	Section 10.04.	Ownership	23
	Section 10.05.	Casualty or Condemnation	23
	ARTICLE XI              INSURANCE	23
	Section 11.01.	General Insurance Requirements	23
	Section 11.02.	Waiver of Subrogation	24
	Section 11.03.	Risk Management	24
	ARTICLE XII           ADDITIONAL COVENANTS	24
	Section 12.01.	Restricted Payments	24
	Section 12.02.	Independent Directors of FVE	24
	Section 12.03.	Financial Statements and Reports	24
	Section 12.04.	Acquisitions, Financings and Sales	24
	Section 12.05.	Restrictions on Ownership; REIT Compliance	25
	Section 12.06.	Third Party Beneficiary	25
	ARTICLE XIII          TERM AND TERMINATION	25



 






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	Section 13.01.	Term	25
	Section 13.02.	Early Termination	26
	ARTICLE XIV          TRANSITION ON TERMINATION	26
	Section 14.01.	Termination	26
	ARTICLE XV            DEFAULTS	27
	Section 15.01.	Default by the Manager	27
	Section 15.02.	Default by the Company	27
	Section 15.03.	Remedies of the Company	28
	Section 15.04.	Remedies of the Manager	28
	Section 15.05.	No Waiver of Default	28
	ARTICLE XVI          GOVERNING LAW, DISPUTE RESOLUTION, LIABILITY OF THE MANAGER AND INDEMNITY	29
	Section 16.01.	Governing Law, Etc.	29
	Section 16.02.	Dispute Resolution	29
	Section 16.03.	Consent to Jurisdiction and Forum	31
	Section 16.04.	Standard of Care	31
	Section 16.05.	Indemnity	31
	Section 16.06.	Limitation of Liability.	32
	ARTICLE XVII          PROPRIETARY MARKS; INTELLECTUAL PROPERTY	32
	Section 17.01.	Proprietary Marks	32
	Section 17.02.	Ownership of Proprietary Marks	32
	Section 17.03.	Intellectual Property	33
	ARTICLE XVIII         MISCELLANEOUS PROVISIONS	33
	Section 18.01.	Addition and Removal of DHC Parties and FVE Parties	33
	Section 18.02.	Notices	33
	Section 18.03.	Severability	34
	Section 18.04.	Gender and Number	34
	Section 18.05.	Headings and Interpretation	34
	Section 18.06.	Estoppel Certificates	34
	Section 18.07.	Confidentiality of Business Information	34
	Section 18.08.	Confidentiality of Patient Information	35
	Section 18.09.	Assignment	35
	Section 18.10.	Amendment	35
	Section 18.11.	Third Party Beneficiaries	35
	Section 18.12.	Survival	36
	Section 18.13.	Relationship Between the Parties	36


 






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AMENDED
AND RESTATED master MANAGEMENT AGREEMENT


 


THIS
AMENDED AND RESTATED MASTER MANAGEMENT AGREEMENT is entered into as of June 9, 2021, by and among Five Star Senior Living
Inc. (“FVE”), a Maryland corporation, FVE Managers, Inc. (the “Manager”), a Maryland corporation
and subsidiary of FVE, Diversified Healthcare Trust (“DHC”), a Maryland real estate investment trust, and certain subsidiaries
of DHC from time to time party hereto.


 


RECITALS:


 


WHEREAS, certain subsidiaries
of DHC (each, an “Owner” and collectively, the “Owners”) own certain real property and improvements
thereon which are operated as senior living communities (each, a “Community,” and collectively, the “Communities”),
and the Owners lease the Communities to certain other subsidiaries of DHC (each, a “Company” and collectively, the
 “Companies”), in each case as identified on Exhibit A attached hereto; and


 


WHEREAS, the Manager operates
each Community for the account of the applicable Company pursuant to those certain Management Agreements, dated as of January 1,
2020 (the “Original Management Agreements”), between the Manager and the applicable Company, and that certain Omnibus
Agreement, dated as of January 1, 2020 (the “Omnibus Agreement”), among FVE, the Manager and certain subsidiaries
of DHC party thereto; and


 


WHEREAS, the parties to the
Original Management Agreements and the Omnibus Agreement wish to amend and restate those agreements in their entirety;


 


NOW, THEREFORE, the parties hereto agree that,
effective as of the date of this Agreement, the Original Management Agreements and the Omnibus Agreement are amended and restated, and
consolidated in their entirety as follows:


 


ARTICLE I

DEFINITIONS


 


The following terms shall
have the following meanings when used in this Agreement:


 


Section 1.01.      “AAA”
is defined in Section 16.02(a).


 


Section 1.02.      “Accountants”
means either RSM US LLP or Deloitte & Touche LLP, or such other firm of independent certified public accountants as may be approved
by DHC and FVE.


 


Section 1.03.      “Adverse
Regulatory Event” is defined in Section 8.04(b).


 


Section 1.04.      “Affiliate”
means with respect to any Person, (a) any Person who directly or indirectly through one or more intermediaries controls, is controlled
by or is under common control with a Person or (b) any Person of which a Person is the beneficial owner of a twenty-five percent
(25%) or greater interest or (c) any Person who acquires all or substantially all of the assets of a Person. A Person shall be deemed
to control another Person if such Person, directly or indirectly, has the power to direct the management, operations or business of such
Person. The term “beneficial owner” for this and other definitions, having the meaning given such term in Rule 13d-3
under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, in no event shall FVE or any of subsidiary of FVE
be considered an Affiliate of DHC or any subsidiary of DHC, and in no event shall DHC or any DHC subsidiary be considered an Affiliate
of FVE or any FVE subsidiary, for purposes of this Agreement.


 






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Section 1.05.      “Agreement”
means this Amended and Restated Master Management Agreement, as amended from time to time.


 


Section 1.06.      “Annual
Operating Budget” is defined in Section 7.01.


 


Section 1.07.      “Appellate
Rules” is defined in Section 16.02(g).


 


Section 1.08.      “Approved
Budget” is defined in Section 7.01.


 


Section 1.09.      “Award”
is defined in Section 16.02(e).


 


Section 1.10.      “Bankruptcy”
means, with reference to any party:


 


(a)        the
filing by a party of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law, or the
admission by a party that it is unable to pay its debts as they become due, or the institution of any proceeding by a party for its dissolution;


 


(b)        the
consent by a party to an involuntary petition in bankruptcy or the party’s failure to vacate, within ninety (90) days from the date
of entry thereof, any order approving an involuntary petition with respect to such party; or


 


(c)       the
entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating a party
as bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial
part of a party’s assets, and such order, judgment or decree’s continuing unstayed and in effect for an aggregate of sixty
(60) days (whether or not consecutive) in any twelve (12) month period.


 


Section 1.11.      “Base
Fee” is defined in Section 3.01(a).


 


Section 1.12.     “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the Commonwealth of Massachusetts
are authorized to close.


 






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Section 1.13.      “Change
in Control” means (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 Securities and Exchange Commission) of nine and eight tenths percent (9.8%) or more, or
rights, options or warrants to acquire nine and eight tenths percent (9.8%) or more, of the outstanding shares of voting stock or other
voting interests of another Person (a “Relevant Person”) or of any direct or indirect parent of a Relevant Person (“Parent”),
or the power to direct the management and policies of a Relevant Person or Parent, directly or indirectly, (b) the merger or consolidation
of a Relevant Person or Parent with and into any Person or the merger or consolidation of any Person with and into a Relevant Person or
any Parent (other than the merger or consolidation of any Person into a Relevant Person or Parent that does not result in a Change in
Control of a Relevant Person or Parent 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 a Relevant Person or Parent, 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 a Relevant Person or any Parent (together with any new directors whose election by such board or
whose nomination for election by the shareholders of a Relevant Person or any Parent 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 a Relevant Person or any Parent then in office, or (e) the adoption of any proposal (other
than a precatory proposal) by a Relevant Person or any Parent not approved by vote of a majority of the directors of such Relevant Person
or Parent, 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 a Relevant Person or any Parent of any individual not nominated or appointed by vote of a majority of the directors of such Relevant
Person or Parent in office immediately prior to the nomination or appointment of such individual.


 


Section 1.14.      “Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.


 


Section 1.15.      “Community”
and “Communities” are defined in the recitals to this Agreement.


 


Section 1.16.      “Community
Expenses” means, with respect to any Community, all costs and expenses related to the maintenance, operation, repair, renovation,
replacement and staffing of that Community that are normally charged as operating expenses under GAAP, including: (a) costs of inventory
and supplies (including Household Replacements) used in the operation of that Community; (b) amounts payable to third parties or
expenses otherwise incurred with respect to marketing, advertising, leasing, use, repair or maintenance of that Community and any expense
incurred in order to obtain or maintain any operating permits, licenses, approvals or certifications at that Community, including any
associated licensing or registration fees and expenses; (c) amounts payable to third parties for billing and collections of amounts
due for goods and services provided to Residents at that Community, including for the collection of delinquent rentals and other costs
required in connection with the enforcement of any lease or resident agreement; (d) amounts payable to third parties under service
contracts for that Community; (e) amounts payable to third parties for auditing (including any audits that may be required pursuant
to Section 6.03), tax preparation, accounting and risk management services and legal fees with respect to that Community; (f) all
Personnel Costs incurred by the Manager for all personnel employed, and independent contractors who provide services, at that Community,
or whose services are entirely allocable to that Community (or a pro rata share of such Personnel Costs in the case of services provided
by a regional business manager or a Shared Employee (defined below)); (g) costs of all utilities serving that Community; (h) costs
of insurance premiums at that Community; (i) the Base Fee payable to the Manager with respect to that Community; (j) costs
incurred by the Manager for electronic data processing equipment, systems, software or services used at that Community; (k) all
Impositions and all related costs at that Community (subject to the requirements of Section 5.05); (l) all expenses, including
settlement payments, penalties, fines, repayments, consultant or legal fees and any other costs incurred, related to audits, investigations,
inquiries or reviews of that Community or the applicable Company or Owner by a Governmental Authority, accreditation body or a contractor
of a Governmental Authority; (m) any other recoupments, repayments, adjustments, reconciliations or other payments made or returned
to Residents or third party payors at that Community and any related consultant and legal fees; (n) costs payable to prevent, cure
or correct any violation of Legal Requirements with respect to that Community or the applicable Company or Owner; and (o) costs
incurred to litigate, negotiate and/or settle any civil claim, action or litigation, including any amounts payable pursuant to a settlement,
judgment or damages award and related legal fees with respect to that Community or the applicable Company or Owner.


 






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If any Community Expenses
(e.g., advertising, information technology, reporting and other systems for the operation of a Community and personnel training), but
not including Personnel Costs, are shared among Communities or with other senior housing communities managed or operated by the Manager
or its Affiliates (the “Shared Expenses”), whether owned by a Company or its Affiliates or other parties, the Manager
shall identify such Shared Expenses in the applicable Annual Operating Budgets for that Community and the basis for allocation. In addition,
the Manager may allocate as a Community Expense a pro rata share of the Personnel Costs the Manager incurs with respect to any employee
or independent contractor, including for Home Office Personnel to the extent allowed by Section 4.03, who provides services at one
or more Communities and at other senior housing communities managed or operated by the Manager (a “Shared Employee”)
in accordance with an allocation formula approved by DHC, which approval shall not be unreasonably withheld, conditioned or delayed.


 


Community Expenses shall not
include, unless otherwise approved by DHC: costs for Home Office Personnel (except as allowed by Section 4.03), costs for the Manager’s
in-house accounting and reporting systems, software or services to the extent used exclusively at the Manager’s home office, other
home office and corporate level expenses and travel expenses of personnel assigned to work exclusively at a Community, except for such
Community related travel expenses as are generally reimbursed or paid pursuant to that Community’s policies and procedures.


 


Section 1.17.      “Company”
and “Companies” are defined in the introductory paragraph to this Agreement.


 


Section 1.18.      “Condemnation”
means a taking by Governmental Authority in an eminent domain, condemnation, compulsory acquisition or similar proceeding for any public
or quasi-public use or purpose.


 


Section 1.19.      “Construction
Supervision Fee” means an amount equal to three percent (3%) of amounts funded for Routine Capital Replacements less the amount
of any construction supervision (or similar) fees paid to any third party.


 






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Section 1.20.     “Consumer
Price Index” means the Consumer Price Index for Urban Wage Earners and Clerical Workers, 1982-1984=100. The Consumer Price Index
is presently published by the Bureau of Labor Statistics of the United States Department of Labor. In the event publication of the Consumer
Price Index ceases, the computations under this Agreement with respect to which the Consumer Price Index is to be applied shall be computed
upon the basis of whatever index published by the United States Department of Labor at that time is most nearly comparable as a measure
of general changes in price levels. In the event that the Consumer Price Index ceases to use 1982-84=100 as the basis of calculation,
then the Consumer Price Index shall be converted to the amount(s) that would have resulted had the manner of calculating the Consumer
Price Index in effect at the date of this Agreement not been altered.


 


Section 1.21.      “DHC”
is defined in the introductory paragraph to this Agreement.


 


Section 1.22.      “DHC
Parties” means DHC and any DHC subsidiary that is party to this Agreement.


 


Section 1.23.      “Discount
Rate” means the yield reported as of 10:00 A.M. on the Business Day prior to the date of termination of this Agreement
on the display designated as “Page PX1” (or such other display as may replace Page PX1 on Bloomberg Financial Markets
(“Bloomberg”) or, if Page PX1 (or its successor screen on Bloomberg) is unavailable, the Telerate Access Service screen
which corresponds most closely to Page PX1) for the most recently issued actively traded U.S. Treasury securities having a maturity
equal to the number of years between the date of termination and the scheduled expiration date of the Term (including any extension of
the Term, but not in excess of twenty (20) years in any event), plus 300 basis points, or if such yields shall not be reported as of such
time or the yields reported as of such time shall not be ascertainable (including by way of interpolation), the Treasury Constant Maturity
Series Yields reported for the latest day for which such yields shall have been so reported as of the Business Day prior to the date
of termination of this Agreement in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively
traded U.S. Treasury securities having the same maturity, plus 300 basis points. If necessary, U.S. Treasury bill quotations shall be
converted to bond equivalent yields in accordance with accepted financial practice and interpolating linearly between reported yields.


 


Section 1.24.      “Disputes”
is defined in Section 16.02(a).


 


Section 1.25.      “EBITDA”
means, with respect to any Community, for any period, the net income of that Community before interest, income taxes, depreciation and
amortization allocated to that Community, determined in accordance with GAAP applied on a consistent basis. To the extent the Term with
respect to any Community commences or ends on a day other than the first day of the calendar year or the last day of the calendar year,
as applicable, for the purposes of the calculations required under this Agreement, EBITDA for that Community will be adjusted on a pro
rata basis for such partial calendar year.


 


Section 1.26.      “Event
of Default” is defined in Section 15.01, as to the Manager, and in Section 15.02, as to the Companies.


 






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Section 1.27.      “Excess
Invested Capital” means, with respect to any Community, for any calendar year, the amount by which Invested Capital paid in
such calendar year for that Community exceeds Target Invested Capital for such calendar year for that Community.


 


Section 1.28.      “FF&E”
means furniture, fixtures, furnishings, soft goods, case goods, vehicles, systems and equipment.


 


Section 1.29.      “FVE”
is defined in the introductory paragraph to this Agreement.


 


Section 1.30.      “FVE
Common Shares” means the shares of common stock of FVE, par value $.01 per share.


 


Section 1.31.      “FVE
Parties” means, collectively, FVE, the Manager, and any other subsidiary of FVE that may be party to this Agreement from time
to time.


 


Section 1.32.      “GAAP”
means generally accepted accounting principles in the United States applied on a consistent basis.


 


Section 1.33.      “Governmental
Authority” means any United States federal, state or local government or political subdivision thereof, or any court, administrative
agency or commission or other quasi-governmental authority or instrumentality or any subdivision thereof.


 


Section 1.34.     “Gross
Revenues” means, with respect to any Community, all revenues derived from operating that Community, determined in accordance
with GAAP, including: income (from both cash and credit transactions, net of any fee therefor and net of any contractual allowances granted
to third party payors) from community fees, monthly occupancy fees, health care fees, third party reimbursement or payments and any and
all other fees and payments received from or on behalf of Residents; income from food and beverage and catering sales; income from vending
machines, and proceeds, if any, from business interruption insurance and all other revenues from the operation of that Community; provided
that, Gross Revenues shall not include: (a) gratuities to employees, (b) federal, state or municipal excise, sales or use taxes
or similar taxes imposed at the point of sale and collected directly from Residents or guests or included as part of the sales price of
any goods or services, (c) proceeds from the sale of FF&E and any other capital asset, (d) interest received or accrued
with respect to the monies in any accounts referred to in Section 5.04, (e) proceeds of any financing or refinancing, (f) proceeds
of any insurance policy (except business interruption insurance) or condemnation or other taking, (g) any cash refunds, rebates or
discounts to Residents, cash discounts and credits of a similar nature, given, paid or returned in the course of obtaining Gross Revenues
or components thereof to the extent not reflected in contractual allowances, (h) proceeds from any sale of that Community or any
other capital transaction, (i) Resident funds on deposit or security deposits until such time and to the extent as the same are applied
to current fees due for services rendered, (j) awards of damages, settlement proceeds and other payments received in respect of any
litigation other than litigation to collect fees due for services rendered, and (k) payments under any policy of title insurance.
Any community fees or deposits that are refunded to a Resident shall be deducted from Gross Revenues from the applicable Community during
the month in which such refunds are made, if previously included in Gross Revenues of that Community.


 






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Section 1.35.      “Guaranty”
means that certain Amended and Restated Guaranty Agreement, dated as of June 9, 2021, as amended from time to time, made by FVE
in favor of the DHC Parties, pursuant to which FVE guarantees, among other things, the obligations of the Manager to the Companies under
this Agreement.


  


Section 1.36.    “HIPAA”
means the Health Insurance Portability and Accountability Act of 1996, as amended by Subtitle D of the Health Information Technology for
Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 and the implementing regulations
promulgated thereunder, as amended from time to time.


 


Section 1.37.      “Home
Office Personnel” is defined in Section 4.03.


 


Section 1.38.      “Household
Replacements” means supply items including linen, china, glassware, silver, uniforms, and similar items.


 


Section 1.39.     “Impositions”
means, with respect to any Community, all levies, assessments and similar charges, including: all water, sewer or similar fees, rents,
rates, charges, excises or levies, vault license fees or rentals; license and regulatory approval fees; inspection fees and other authorization
fees and other governmental charges of any kind or nature whatsoever (and all interest and penalties thereon), which at any time during
or in respect of the Term may be assessed, levied, confirmed or imposed on that Community, the applicable Company or the Manager with
respect to that Community or the operation thereof, or otherwise in respect of or be a lien upon that Community (including, on any of
the inventories or Household Replacements now or hereafter located therein). Impositions shall not include (a) any income or franchise
taxes payable by any Company or the Manager or (b) any franchise, corporate, capital levy or transfer tax imposed on any Company
or the Manager.


 


Section 1.40.      “Incentive
Fee” means, with respect to any calendar year, an amount equal to fifteen percent (15%) of the amount by which the Portfolio
EBITDA (prior to the payment of the Incentive Fee) for such calendar year exceeds the Portfolio Target EBITDA for such calendar year;
provided, however, in no event will the Incentive Fee for any calendar year exceed the amount by which Portfolio Gross Revenues
for such calendar year exceeds the sum of the Community Expenses of all of the Communities for such calendar year. The Incentive Fee will
be determined based upon the annual financial statements for such calendar year required under this Agreement with additional adjustments
being made on an annual basis based upon any audits conducted pursuant to this Agreement.


 


Section 1.41.      “Intellectual
Property” means (a) all software developed and owned by the Manager or an Affiliate of the Manager; (b) all written
manuals, instructions, policies, procedures and directives issued by the Manager to its employees at any Community regarding the procedures
and techniques to be used in operation of that Community; and (c) all Proprietary Marks.


 


Section 1.42.      “Interest
Rate” means an annual rate of eight percent (8%), but not higher than the highest rate permitted by law.


 


Section 1.43.     “Invested
Capital” means, with respect to any Community, any amounts paid by the applicable Company or Owner for Routine Capital Replacements
or a Major Renovation or Repositioning (and excluding amounts funded by such Company for Working Capital) as reflected on the books and
records of the applicable Company or Owner, less any amounts representing proceeds from the sale of Routine Capital Replacements or a
Major Renovation or Repositioning or any other capital asset, and in all events, subject to adjustment based on any audit conducted pursuant
to Section 6.03(b).


 






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Section 1.44.      “Lease”
is defined in Section 8.02(a).


 


Section 1.45.     “Legal
Requirements” means any permit, license, certificate, law, code, rule, ordinance, regulation or order of any Governmental Authority,
Board of Fire Underwriters or any similar body to any of the foregoing having jurisdiction over the business or operation of any Community
or the matters which are the subject of this Agreement, including any Resident care or health care, building, zoning or use laws, ordinances,
regulations or orders, environmental protection laws and fire department rules.


 


Section 1.46.      “Liquidity”
means, as of any determination date, the amount of (a) unencumbered cash and cash equivalents of FVE, and (b) FVE’s available
borrowing capacity under its revolving credit facilities or similar on-demand sources of liquidity.


 


Section 1.47.      “Major
Renovation or Repositioning” means, with respect to any Community, a major renovation or repositioning of that Community identified
as such in the Approved Budget for that Community.


 


Section 1.48.      “Manager”
is defined in the introductory paragraph to this Agreement.


 


Section 1.49.      “Mortgage”
means, with respect to any Community, any mortgage or deed of trust recorded against that Community.


 


Section 1.50.      “Multiplier”
means the greater of (a) two percent (2%), or (b) a fraction, the numerator of which shall be the difference between the Consumer
Price Index for the immediately preceding December and the Consumer Price Index for the December that is twelve (12) months
prior thereto, and the denominator of which shall be the Consumer Price Index for such prior December.


 


Section 1.51.     “Non-Performing
Asset” means any Community with respect to which, commencing with the 2023 calendar year, in any two (2) consecutive calendar
years, or in any two (2) calendar years out of any three (3) consecutive calendar years during the Term, the EBITDA for such
calendar year does not equal at least eighty percent (80%) of the Target EBITDA for such calendar year; provided, however,
for purposes of this calculation, in no event shall Target EBITDA be less than $0.


 


Section 1.52.      “Omnibus
Agreement” is defined in the Recitals to this Agreement.


 


Section 1.53.      “Original
Management Agreements” is defined in the Recitals to this Agreement.


 


Section 1.54.      “Other
Requirements” is defined in Section 9.02.


 


Section 1.55.      “Owner”
and “Owners” are defined in the Recitals to this Agreement.


 






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Section 1.56.      “Person”
means any natural person, corporation, limited liability company, trust, joint venture, partnership, Governmental Authority or other entity.


 


Section 1.57.      “Personnel
Costs” means total cash compensation, costs of training programs, hiring expenses, severance payments, payroll taxes, workers’
compensation, travel expenses, incentive programs (e.g., workers’ compensation and risk management related incentive programs) and
employee fringe benefits payable to such personnel.


 


Section 1.58.      “Portfolio
EBITDA” means, with respect to any calendar year, the sum of the EBITDA of all of the Communities for such calendar year; provided,
however, if a Community undergoes a Major Renovation or Repositioning, the EBITDA for that Community shall not be included in the
calculation of Portfolio EBITDA for any calendar year in which such Major Renovation or Repositioning is ongoing. For the avoidance of
doubt, if this Agreement is terminated or entered into with respect to a Community during a calendar year, only the EBITDA for that Community
for the period that this Agreement was in effect with respect to that Community during such calendar year will be taken into account in
determining Portfolio EBITDA.


 


Section 1.59.      “Portfolio
Gross Revenues” means, with respect to any calendar year, the sum of the Gross Revenues of all of the Communities for such calendar
year. For the avoidance of doubt, if this Agreement is terminated or entered into with respect to a Community during a calendar year,
only the Gross Revenues of that Community for the period that this Agreement was in effect with respect to that Community during such
calendar year will be taken into account in determining Portfolio Gross Revenues.


 


Section 1.60.      “Portfolio
Target EBITDA” means, with respect to any calendar year, the sum of the Target EBITDA for all of the Communities for such calendar
year; provided, however, that if this Agreement is terminated with respect to a Community during a calendar year, then Portfolio
Target EBITDA for that calendar year will be reduced by a pro rata portion of the Target EBITDA for that Community for such calendar year
based on the portion of such calendar year that this Agreement was not in effect with respect to that Community, and if any Community
is added to this Agreement during a calendar year, then Portfolio Target EBITDA for that calendar year will be increased by a pro rata
portion of the full calendar year Target EBITDA for that Community under this Agreement for such calendar year based on the portion of
such calendar year that this Agreement was in effect with respect to that Community; and provided further, that if a Community
undergoes a Major Renovation or Repositioning, the Target EBITDA for that Community shall not be included in the calculation of Portfolio
Target EBITDA for any calendar year in which such Major Renovation or Repositioning is ongoing.


 


Section 1.61.      “Privacy
Standards” is defined in Section 18.08.


 


Section 1.62.      “Property”
is defined in Section 12.04.


 


Section 1.63.      “Proposed
Transaction” is defined in Section 12.04.


 


Section 1.64.     “Proprietary
Marks” means all trademarks, trade names, symbols, logos, slogans, designs, insignia, emblems, devices and service marks which
are used by the Manager to identify any Community, whether they are now or hereafter owned by the Manager or any of its Affiliates, and
whether or not they are registered under the laws of the United States.


 






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Section 1.65.      “Residents”
means, with respect to any Community, the individuals residing at that Community.


 


Section 1.66.     “Restricted
Payment” means the declaration or payment of any dividend or other distribution of assets, properties, cash, rights, obligations
or securities to any person on account of the capital stock of FVE or the purchase, redemption or other acquisition for value of any shares
of capital stock of FVE, whether now or hereafter outstanding.


 


Section 1.67.      “Routine
Capital Replacements” means, with respect to any Community, replacements and renewals of FF&E at that Community and such
repairs, maintenance, alterations, improvements, renewals and replacements to that Community building and its mechanical systems which
are classified as capital expenditures under GAAP, but excluding any Major Renovation or Repositioning.


 


Section 1.68.      “Rules”
is defined in Section 16.02(a).


 


Section 1.69.      “State”
means, with respect to any Community, the state in which that Community is located and any regulatory agencies within the State with overview
authority or other authority over that Community, and any other state that asserts regulatory authority over that Community or with respect
to its Residents, to the extent thereof.


 


Section 1.70.      “Tangible
Net Worth” means, with respect to any person, as of any determination date, the excess of total assets over total liabilities
of such Person on such date, each as determined in accordance with GAAP, excluding, however, from total assets: (a) goodwill, organizational
expenses, research and development expenses, trademarks, trade names, copyrights, patents, patent applications, licenses and rights thereof,
and other similar intangibles, (b) all deferred charges or unamortized debt discount and expense, (c) all reserves carried and
not deducted from assets, (d) treasury stock and capital stock, obligations or other securities of, or capital contributions to,
or investments in, any subsidiary, (e) deferred gain, and (f) any items not included in clauses (a) through (e) above
that are treated as intangibles in conformity with GAAP.


 


Section 1.71.      “Target
EBITDA” means, with respect to any Community, (a) with respect to calendar year 2021, the EBITDA budgeted for calendar
year 2021 and identified in the Approved Budget for that Community for calendar year 2021, and (b) with respect to each subsequent
calendar year, the sum of (i) the amount of the prior calendar year’s Target EBITDA for that Community increased by the absolute
value of the product of (A) the prior calendar year’s Target EBITDA for that Community, multiplied by (B) the Multiplier,
plus (ii) six percent (6%) of any Excess Invested Capital made in the prior calendar year for that Community; provided, however,
that if a Community undergoes a Major Renovation or Repositioning, the Target EBITDA for that Community shall be reset to the EBITDA budgeted
for the first full calendar year following completion of such Major Renovation or Repositioning and identified in the Approved Budget.
To the extent the Term commences or ends on a day other than the first day of the calendar year or the last day of the calendar year with
respect to any Community, as applicable, Target EBITDA for that Community will be adjusted on a pro rata basis for such partial year.


 






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Section 1.72.      “Target
Invested Capital” means, with respect to any Community, (a) with respect to calendar year 2021, the amount set forth on
Exhibit A hereto for that Community, and (b) with respect to each subsequent calendar year, the amount of the prior calendar
year’s Target Invested Capital for that Community increased by the product of (i) the prior calendar year’s Target Invested
Capital for that Community, multiplied by (ii) the Multiplier; provided, however, the Target Invested Capital with
respect to any Community for any calendar year shall increase or decrease on a per unit pro rata basis to the extent the number of units
at that Community in such calendar year increases or decreases from the number of units at that Community in the prior calendar year,
in each case as identified in the Approved Budget for that Community for the applicable calendar year.


 


Section 1.73.      “Term”
is defined in Section 13.01.


 


Section 1.74.     “Termination
Fee” means, with respect to any Community, an amount equal to the present value of the payments that would have been made to
the Manager between the date of termination for that Community and the scheduled expiration date of the initial Term (not including any
extension of the Term, but not for a period in excess of ten (10) years in any event) as Base Fees for that Community if this Agreement
had not been terminated with respect to that Community, calculated based upon the average of the Base Fees earned for that Community in
each of the three (3) calendar years ended prior to the Termination Date, discounted at an annual rate equal to the Discount Rate.


 


Section 1.75.     “Unsuitable
for Use” means, with respect to any Community, as a result of damage, destruction or partial Condemnation, that Community cannot
be reasonably expected to be restored to its prior condition within nine (9) months and/or, in the good faith judgment of the applicable
Owner, after restoration or partial Condemnation that Community cannot be operated on a commercially practicable basis.


 


Section 1.76.      “Working
Capital” means, with respect to any Company, funds used in the day-to-day operation of that Community.


 


ARTICLE II

APPOINTMENT OF THE MANAGER


 


Section 2.01.      Appointment
of the Manager. Each Company hereby appoints the Manager as the sole and exclusive manager for the daily operation and management
of each applicable Community for the Term. The Manager accepts such appointment and further agrees to:


 


(a)        perform
the duties of the Manager under this Agreement in compliance with this Agreement, including Section 4.06;


 


(b)       (i) supervise
and direct the management and operation of each Community in a financially sound, cost-effective and efficient manner; and (ii) establish
and maintain programs to promote the most effective utilization of each Community’s services and maximize occupancy and Gross Revenues;


 


(c)        provide
quality services to Residents in a manner complying with all Legal Requirements and the form of resident agreement in use at each Community;


 






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(d)        establish
appropriate marketing programs;


 


(e)        maintain
well trained, quality staff, in sufficient number, at each Community;


 


(f)         institute
(i) a sound financial accounting system for each Community, (ii) adequate internal fiscal controls through proper budgeting,
accountant procedures and timely financial performance, and (iii) sound billing and collection procedures and methods; and


 


(g)      diligently
monitor and assure physical plant maintenance and housekeeping consistent with the Approved Budget for each Community.


 


ARTICLE III

PAYMENTS TO THE MANAGER; WORKING CAPITAL; CAPITAL REPLACEMENTS; INSUFFICIENT FUNDS


 


Section 3.01.      Management
Fees.


 


(a)        As
compensation for the services to be rendered by the Manager under this Agreement, the Manager shall receive a management fee (“Base
Fee”) during the Term equal to five percent (5%) of the Gross Revenues of each Community.


 


(b)       Commencing
with the 2021 calendar year, the Companies shall pay to the Manager the Incentive Fee for each calendar year during the term of this Agreement.
The Companies shall determine among themselves which portion of the Incentive Fee shall be allocable to which Communities provided that
the sum of all such allocable shares shall equal the Incentive Fee. Payment of the Incentive Fee shall be made on the last Business Day
of the January following the end of each calendar year, in arrears


 


(c)        In
consideration of the Manager’s management of Routine Capital Replacements, the Company shall pay the Manager a Construction Supervision
Fee for any Routine Capital Replacements made in accordance with the Approved Budget for the applicable Community. Such Construction Supervision
Fee will be paid monthly in arrears based on Routine Capital Replacements made in such month.


 





(d)        No
amount paid hereunder is intended to be, nor shall it be construed to be, an inducement or payment for referral of Residents by any party
or any of its Affiliates to any other party or any of its Affiliates.


 


ARTICLE IV

MANAGEMENT SERVICES


 


Section 4.01.      Authority
of the Manager and Management Services. Subject to the terms of this Agreement and each Company’s responsibilities as licensee,
the Manager shall have discretion and control in all matters relating to the day-to-day management and operation of each Community consistent
with the Approved Budget for that Community. Such discretion and control shall include the authority to negotiate and execute contracts
in its own name, in the name of and on behalf of the applicable Company and/or the applicable Community, in each case, subject to the
terms of this Agreement. The Manager shall implement all aspects of the operation of each Community in accordance with the terms of this
Agreement, and shall have responsibility and commensurate authority for all such activities. Without limiting the generality of the foregoing,
in addition to any other services set forth in this Agreement, the Manager shall, consistent with the Approved Budget for each Community:


 






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(a)        enter
into all contracts, leases and agreements required in the ordinary course of business for the supply, operation, maintenance of and provision
of services to that Community (including food procurement, building services (including cleaning, trash removal, snow plowing, landscaping,
carpet cleaning and pest control), utilities and licenses and concessions for commercial space in that Community); provided that, unless
specifically set forth in the Approved Budget for that Community, the Manager shall obtain the written consent of that Company before
entering into any contract, lease or agreement not terminable on ninety (90) days’ notice without payment of premium or penalty;


 


(b)       purchase
such inventories, provisions, food, supplies, Household Replacements and other expendable items as are necessary to operate and maintain
that Community in the manner required pursuant to this Agreement;


 


(c)        provide
care to Residents in compliance with Legal Requirements and the resident agreements in use at that Community and set all Resident fees
and charges including those for accommodation, food services and care services;


 


(d)        in
its own name and on behalf of and, with the consent of that Company, in the name of that Company, to institute and/or defend, as the case
may be, any and all legal actions or proceedings relating to the management and operation of that Community;


 


(e)        prepare
a marketing plan and direct all the marketing efforts; and


 


(f)        oversee,
manage and direct all day-to-day operations.


 


Section 4.02.     Hiring
and Training of Staff. The Manager shall have in its employ or under contract at all times a sufficient number of capable employees
or independent contractors meeting all Legal Requirements, to enable it to properly, adequately, safely and economically manage, operate,
maintain and account for each Community. All matters pertaining to the retention, employment, supervision, compensation, training, promotion
and discharge of such employees or independent contractors are the responsibility of the Manager. All such individuals shall be employees
or independent contractors of the Manager. The Manager shall comply with all applicable Legal Requirements having to do with employers
including, worker’s compensation, unemployment insurance, hours of labor, wages, working conditions and withholding of taxes from
employee wages. The Manager shall have the power to hire, dismiss or transfer the executive director at each Community, provided the Manager
shall keep the applicable Company informed with respect to the Manager’s intentions to transfer or terminate the executive director
and shall consult with the applicable Company with respect to the hiring of a replacement, it being understood that any final decision
shall be made by the Manager. If a Company becomes dissatisfied with the performance of an executive director at any applicable Community,
that Company shall have the right to confer with representatives of the Manager to discuss the replacement of the executive director or
other action, which shall be within the discretion of the Manager.


 






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Section 4.03.      The
Manager’s Home Office Personnel. The Manager may, in its discretion, provide its services under this Agreement through its Home
Office Personnel, provided that the Personnel Costs for such Home Office Personnel shall not be a Community Expense unless agreed to in
advance by the applicable Company. The Manager shall further make its Home Office Personnel available for consultation and advice related
to each Community without charge other than its Base Fee. If a Company requests a type, form or level of service from the Manager’s
Home Office Personnel of a nature that would otherwise be a Community Expense, the Manager shall provide such services by Home Office
Personnel for an additional cost to be agreed to in advance by the Manager and the applicable Company, which shall be a Community Expense.
The term “Home Office Personnel” shall include the Manager’s home office staff with experience in areas such
as accounting, budgeting, finance, legal, human resources, construction, development, marketing, food service and purchasing, among other
areas.


 


Section 4.04.      Resident
Agreements. The Manager shall give notice of any material changes to any forms of resident agreements or other occupancy agreements
used with respect to any Community to the applicable Company for that Company’s approval before such resident agreements or other
occupancy agreements are used. The Manager shall act as an authorized representative of each Company in executing resident agreements
and occupancy agreements with respect to the applicable Community, but the Manager shall not enter into such agreements for a duration
of more than one year without the prior consent of the applicable Company.


 


Section 4.05.      Contracts
with Affiliates. The Manager shall not engage or pay any compensation to any Affiliate of the Manager for the provision of services
in connection with this Agreement unless (a) such party is fully qualified and experienced to provide the required services, (b) both
the scope of services and the compensation payable to such Affiliate for the services are consistent with then current market standards
or comparable arm’s-length transactions, and (c) the Manager discloses such engagement to the applicable Company as a transaction
with an Affiliate of the Manager.


 


Section 4.06.      Legal
Requirements.


 


(a)       Subject
to a Company’s discharge of its obligations under Section 4.06(b), the Manager shall obtain and maintain on behalf of and in
the name of the applicable Community and/or the applicable Company (as applicable) all permits, licenses and certificates required by
any Governmental Authority for the use, operation or management of the applicable Community as currently licensed or as may be required
from time to time.


 


(b)        Each Company agrees: (i) to sign promptly all applications for permits, licenses, and
certificates necessary for the use, operation and management of the applicable Community required by any Governmental Authority and
all cost reports and other submissions for reimbursement or other payments related to the goods and services furnished to Residents
at that Community, and (ii) to provide promptly such information and perform such acts as are required in order for the Manager
to complete any such application and/or obtain and/or maintain any such permits, licenses, or certificates and/or prepare, complete
and/or file any such cost reports or other submissions for payments related to the goods and services furnished to Residents at the
applicable Community.


 






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(c)        The
Manager shall cause all things to be done in and about each Community as may be reasonably necessary to comply with all applicable Legal
Requirements respecting the use, operation and management of that Community. The Manager shall keep its corporate organization in good
standing in the State and shall maintain all corporate permits and licenses required by any applicable State.


 


(d)       If
a FVE Party or a DHC Party receives any written notice, report or other correspondence from a Governmental Authority which asserts a deficiency
relating to the operation of a Community or otherwise relates to the actual or threatened suspension, revocation, or any other action
adverse to any permit, license or certificate required or necessary to use, operate or maintain a Community, such party shall give the
other applicable FVE Parties or DHC Parties prompt notice thereof.


 


Section 4.07.      Closure
of Units. Promptly following the date of this Agreement, but in any event on or before December 31, 2021, the Manager shall use
reasonable efforts to take all steps necessary, on behalf of any applicable Company, to wind down and cease operations of the skilled
nursing facility units at any applicable Community, including, without limitation, (a) relocating the Residents of any such units
to other senior living communities in the area providing similar levels of services or other suitable living environments, (b) relocating
or terminating any employees dedicated to such units, (c) terminating all contracts with respect to such units, and (d) timely
filing all required notifications and plans with the applicable Governmental Authorities with respect to the closure of such units, all
in accordance with all Legal Requirements. Prior to the closure of such units, the Manager shall submit to the applicable Company, for
its approval as an amendment to the Approved Budget for the applicable Community, a written proposal for repurposing such units to alternative
uses on a timeline to be agreed upon by DHC and the Manager. Following such submittal and approval, the Manager and the applicable Company
shall diligently work together to execute on the approved plan for repurposing such units.


 


ARTICLE V

COLLECTIONS AND PAYMENTS


 


Section 5.01.      Collection
and Priorities for Distribution of Gross Revenues. The Manager shall collect all Gross Revenues at each Community and shall apply
the Gross Revenues at each Community in the following order of priority:


 


(a)        First,
to pay all Community Expenses for that Community (excluding the Base Fee),


 


(b)        Second,
to the Manager, to pay the Base Fee for that Community and any interest that may have accrued pursuant to Section 5.02,


 


(c)        Third,
to the applicable Company, the balance of the Gross Revenues of that Community.


 






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Section 5.02.     Timing
of Payments. Payment of the Community Expenses, excluding the Base Fee, shall be made in the ordinary course of business by each Company
with respect to each applicable Community to the extent of available Gross Revenues and Working Capital at each applicable Community.
The Base Fee and accrued interest, if any, shall be paid with respect to each Community on the first Business Day of each calendar month,
in advance, based upon the Manager’s then estimate of the prior month’s Gross Revenues at that Community. The Base Fee with
respect to each Community shall be subject to adjustment by increasing or decreasing the payment due in the following month for that Community
based upon the Gross Revenues reflected in the monthly financial statements for that Community. If the Base Fee for any Community is not
paid in full for any calendar year, the unpaid amount shall bear interest at the Interest Rate and such unpaid amount and accrued interest
shall continue to be payable with respect to that Community pursuant to clause (b) of Section 5.01 in subsequent years until
paid in full. Amounts payable pursuant to clause (c) of Section 5.01 shall be paid monthly in arrears within ten (10) Business
Days after the end of each calendar month, and shall be based upon the monthly financial statements for such calendar month prepared and
delivered in accordance with Section 6.02. Additional adjustments to all payments will be made on an annual basis based upon any
audits conducted pursuant to Section 6.03.


 


Section 5.03.     Credits
and Collections. The Manager shall adopt credit and collection policies and procedures. The Manager shall institute monthly billing
by each Community and take all steps necessary to collect accounts and monies owed to each Community, which may include the institution
of legal proceedings.


 


Section 5.04.     Depositories
for Funds. The Manager shall maintain one or more accounts in the name of each Company for each Community in one or more banks selected
by the Manager and approved by the applicable Company and shall deposit therein all Gross Revenues of that Community and other funds collected
or received by the Manager and due to the applicable Company. The Manager shall be authorized to access the accounts without the approval
of the applicable Company, subject to any limitation on the maximum amount of any check, if any, established between the Manager and the
applicable Company as part of the Annual Operating Budget for the applicable Community. The applicable Company shall be a signatory on
all accounts maintained with respect to the applicable Community, and the applicable Company shall have the right to require that its
signature be required on all checks/withdrawals after the occurrence of an Event of Default by the Manager under this Agreement. The applicable
Company shall provide such instructions to the applicable bank(s) as are necessary to permit the Manager to implement the Manager’s
rights and obligations under this Agreement, provided the failure of a Company to provide such instructions shall relieve the Manager
of its obligations hereunder until such time as such failure is cured.


 


Section 5.05.     Impositions.
All Impositions which accrue during the Term (or are properly allocable to such Term under GAAP) shall be paid by the Manager before any
fine, penalty or interest is added thereto or lien placed upon any Community or this Agreement, unless payment thereof is stayed. The
applicable Company shall promptly furnish to the Manager any invoice, bill, assessment, notice or other correspondence relating to any
Imposition. Either the applicable Company or the Manager may initiate proceedings to contest any Imposition (in which case each party
agrees to sign the required applications and otherwise cooperate with the other party in expediting the matter). Unless part of the Approved
Budget for the applicable Community, incurrence of all costs by the Manager of any negotiations or proceedings with respect to any such
contest shall be subject to the applicable Company’s prior consent. Nothing in this Agreement is intended to modify the respective
responsibility that the parties would otherwise have to pay such Impositions as may be due and payable.


 






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ARTICLE VI


ACCOUNTING; FINANCIAL STATEMENTS; AUDIT


 


Section 6.01.     Accounting.
The Manager shall establish and administer accounting procedures and controls and systems for the development, preparation and safekeeping
of records and books of accounting relating to the business and financial affairs of each Community, including payroll, accounts receivable
and accounts payable.


 


Section 6.02.     Financial
Statements and Reports. Not later than ten (10) Business Days after the end of each calendar month, the Manager shall prepare
and deliver to the applicable Company a balance sheet and related statement of income and expense with respect to each Community for such
calendar month and for the then current calendar year to date, certified by the Manager’s Controller on a monthly basis and by the
Manager’s Chief Financial Officer on a quarterly basis as being true and correct to the best of his/her knowledge, with a comparison
to the Approved Budget for that Community. Promptly thereafter, the Manager shall provide the applicable Company with an explanation of
any variances to the Approved Budget for that Community.


 


The monthly financial statements
shall be in such format as the applicable Company may reasonably require. The Manager shall provide such other financial statements as
the applicable Company may from time to time reasonably request. In addition, at the request of the applicable Company, any or all of
the financial statements shall be audited by the Accountants as soon as practicable after such request.


 


Upon request, the Manager
shall also provide the applicable Company with information relating to the applicable Community, the Manager and its Affiliates that (a) may
be required in order for the applicable Company or its Affiliates to prepare financial statements and to comply with any applicable tax
and securities laws and regulations, (b) may be required in order for the applicable Company or any of its Affiliates to prepare
federal, state, provincial or local tax returns or (c) is of the type that the Manager customarily prepares for other owners of communities
it manages, and such other or special reports as the Manager may from time to time determine are necessary or as the applicable Company
may reasonably request.


 


Section 6.03.     Audit
Rights.


 


(a)            Each
Company and its representatives shall have the right at all reasonable times during usual business hours to audit, examine, and make copies
of books of account (including copying any records contained in electronic media) maintained by the Manager with respect to the applicable
Community, which audit or examination may cover any time period during the Term at the applicable Company’s discretion. Such right
may be exercised through any agent or employee designated by the applicable Company or by an independent public accountant designated
by the applicable Company.


 






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(b)           The
Manager and its representatives shall have the right at all reasonable times during usual business hours to audit, examine, and make copies
of books of account (including copying any records contained in electronic media) maintained by any Company with respect to the Invested
Capital, Routine Capital Replacements and any Major Renovation or Repositioning for any applicable Community, which audit or examination
may cover any time period during the Term at the Manager’s discretion. Such right may be exercised through any agent or employee
designated by the Manager or by an independent public accountant designated by the Manager.


 


ARTICLE VII

ANNUAL OPERATING BUDGET


 


Section 7.01.     Annual
Operating Budget. The Manager shall, on or before November 20 in each calendar year during the Term, deliver to the applicable
Company for approval, an annual operating budget for each Community for the next calendar year (each, an “Annual Operating Budget”)
which shall include separate line items for Routine Capital Replacements and any Major Renovation or Repositioning for that Community
and set forth an estimate, on a monthly basis, of Gross Revenues and Community Expenses for that Community, as well as an estimate of
EBITDA for that Community for such calendar year, together with an explanation of anticipated changes to Resident charges, payroll rates
and positions, non-wage cost increases, the proposed methodology and formula employed by the Manager in allocating shared Community Expenses,
and all other factors differing from the then current calendar year. Each Annual Operating Budget shall be accompanied by a narrative
description of operating objectives and assumptions. If a Company does not approve an Annual Operating Budget or any portion thereof,
it shall do so, to the extent practicable, on a line item basis. The Manager and each Company shall cooperate to resolve disputed items,
provided if the Annual Operating Budget is not approved by a Company, the Manager shall operate under the expired Annual Operating Budget
for the applicable Community until a new Annual Operating Budget is approved, provided that line items for Impositions, insurance premiums
and utilities for that Community shall be the amounts actually incurred for such items. If agreement on an Annual Operating Budget cannot
be reached within forty-five (45) days of the applicable Company’s receipt (which time may be extended upon mutual agreement of
the parties), the matter shall be resolved by arbitration. An Annual Operating Budget as approved by the applicable Company, or as resolved
by arbitration, will be the “Approved Budget” for the applicable Community for the applicable calendar year. Except
for expenditures incurred to remedy any emergency threatening the safety of a Community or its Residents, invitees or employees or imminent
material physical damage to a Community (for which the Manager shall provide the applicable Company an accounting promptly after remedying
such emergency), the Manager will obtain the applicable Company’s prior approval for any expenditure which will, or is reasonably
expected to, result in a variance equal to or greater than five percent (5%) of the Approved Budget for the applicable Community.


 


Section 7.02.     Working
Capital; Insufficient Funds. The Manager may, from time to time, request that a Company fund additional amounts as Working Capital
to pay Community Expenses identified in the Approved Budget for the applicable Community, and if the parties do not agree on such additional
amounts, the matter shall be referred to arbitration. If at any time available Working Capital is insufficient to pay Community Expenses
identified in the Approved Budget for the applicable Community and the applicable Company has not timely funded additional amounts for
such purpose or the applicable Company has not timely funded Routine Capital Replacements, the Manager shall have no obligation to advance
its own funds therefor. If the Manager does advance its own funds, at such time as the applicable Company advances funds to reimburse
the Manager, whether by agreement or pursuant to an Award, the applicable Company shall pay the Manager interest on such amounts at the
Interest Rate from the date of the Manager’s advance of funds to the date of reimbursement. If the Award includes interest, the
applicable Company shall be entitled to offset such interest against its obligation under this Section 7.02.


 






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ARTICLE VIII

TAX MATTERS; REIT QUALIFICATION


 


Section 8.01.         Tax
Matters. The Manager shall use commercially reasonable efforts to operate the Communities in a manner to best assure that each Company
and each Community receive all benefits of applicable tax exemptions and/or credits available thereto from any Governmental Authority.
The Manager will prepare or cause to be prepared all tax returns required in the operation of each Community, which include payroll, sales
and use tax returns, personal property tax returns and business, professional and occupational license tax returns. The Manager shall
timely file or cause to be filed such returns as required by any applicable State; provided that, each Company shall promptly provide
all relevant information to the Manager upon request, and any late fees or penalties resulting from delays caused by a Company shall be
borne by that Company. The Manager shall not be responsible for the preparation of any Company’s federal or state income tax returns,
provided the Manager shall cooperate fully with each Company as may be necessary to enable each Company to file such federal or state
income tax returns, including by preparing data reasonably requested by a Company and submitting it to that Company as soon as reasonably
practicable following such request.


 


Section 8.02.          REIT
Qualification.


 


(a)           The
Manager shall take all commercially reasonable actions reasonably requested by any Company or Owner for the purpose of qualifying an Owner’s
rental income from a Company under the lease between that Owner and that Company for the applicable Community (each, a “Lease”)
as “rents from real property” pursuant to Sections 856(d)(1), 856(d)(2), 856(d)(8)(B) and 856(d)(9) of the Code.
The Manager shall not be liable if such reasonably requested actions, once implemented, fail to have the desired result of qualifying
an Owner’s rental income from a Company under a Lease as “rents from real property” pursuant to Sections 856(d)(1),
856(d)(2), 856(d)(8)(B) and 856(d)(9) of the Code. This Section 8.02 shall not apply in situations where an Adverse Regulatory
Event has occurred; instead, Section 8.04 shall apply.


 


(b)            If
any Company or Owner wishes to invoke the terms of Section 8.02(a), that Company or Owner (as appropriate) shall contact the Manager
and the parties shall meet with each other to discuss the relevant issues and to develop a mutually-agreed upon plan for implementing
such reasonably requested actions.


 


(c)           Any
additional out-of-pocket costs or expenses incurred by the Manager in complying with such a request shall be borne by the applicable Company
(and shall not be a Community Expense). The applicable Company shall reimburse the Manager for such expense or cost promptly, but not
later than five (5) Business Days after such expense or cost is incurred.


 






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Section 8.03.          Further
Compliance with Section 856(d) of the Code. Commencing with the date of this Agreement and continuing throughout the Term,
the Manager intends to qualify as an “eligible independent contractor” as defined in Section 856(d)(9)(A) of the
Code, and:


 


(a)            The
Manager shall use commercially reasonable efforts not to cause any Community to fail to qualify as “qualified health care property”
as defined in Section 856(e)(6)(D)(i) for purposes of Section 856(d)(8)(B) and Section 856(d)(9) of the
Code;


 


(b)            The
Manager shall not own, directly or indirectly or constructively (within the meaning of Section 856(d)(5) of the Code), more
than thirty-five percent (35%) of the shares of DHC, whether by vote, value or number of shares, and the Manager shall otherwise comply
with any regulations or other administrative or judicial guidance existing under said Section 856(d)(5) of the Code with respect
to such ownership limits; the Manager shall cause FVE to enforce the restrictions in its charter documents regarding five percent (5%)
or greater owners;


 


(c)            The
Manager shall be actively engaged (or shall, within the meaning of Section 856(d)(9)(F) of the Code, be related to a person
that is so actively engaged) in the trade or business of operating “qualified health care property” (defined below) for a
person who is not a “related person” within the meaning of Section 856(d)(9)(F) of the Code with respect to any
Owner or Company. For these purposes, the parties agree that the activities, as of the date of this Agreement, of the Manager’s
affiliate, FSQ, Inc., a Delaware corporation and a related person as to the Manager within the meaning of Section 856(d)(9)(F) of
the Code, including in particular the management contracts pursuant to which FSQ, Inc. has been and is formally engaged as manager
by other affiliates (but not subsidiaries) of the Manager, render the Manager in compliance with the previous sentence. The Manager, without
the prior consent of the applicable Company, shall not permit or suffer FSQ, Inc.’s level of management activity in respect
of “qualified health care properties” to be materially less than its level of such activity on the date of this Agreement;


 


(d)            A
 “qualified health care property” is defined by reference to Section 856(e)(6)(D)(i) of the Code and means any real
property, and any personal property incident to such real property, which is a “health care facility” described in Section 856(e)(6)(D)(ii) of
the Code or is necessary or incidental to the use of a health care facility. A “health care facility” means: a hospital; a
nursing facility; an assisted living facility; a congregate care facility; a qualified continuing care facility; or another licensed facility
which extends medical or nursing or ancillary services to patients and which is operated by a provider of such services eligible for participation
in the Medicare program under title XVIII of the Social Security Act with respect to such facility; and


 


(e)            The
Manager, without the prior consent of the applicable Company, which consent shall not be unreasonably withheld, conditioned or delayed,
shall not permit or suffer:


 


(i)             the
Manager to fail to continue as a corporation under state law and taxable under the Code as an association;


 


(ii)            the
Manager’s affiliate, FSQ, Inc., a Delaware corporation, to fail to be a corporation under state law and taxable under the Code
as an association; or


 






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(iii)            for
so long as any Owner or Company or any Affiliate of any Owner or Company shall seek to qualify as a “real estate investment trust”
under the Code, the Manager to be reorganized, restructured, combined, merged or amalgamated with any Affiliate (as to the Manager) in
such manner that any such Affiliate would, or could, be expected to adversely affect (including, e.g., by application of any Person’s
actual “disregarded entity” status under the Code) the status that the Manager has as a Code Section 856(d)(9)(A) “eligible
independent contractor” at a “qualified health care property” owned or leased by an Owner or Company.


 


Section 8.04.     Adverse
Regulatory Event.


 


(a)            In
the event of an Adverse Regulatory Event arising from or in connection with this Agreement, the parties shall work together in good faith
to amend this Agreement to eliminate the impact of such Adverse Regulatory Event; provided, however, the Manager shall have no obligation
to materially reduce its rights or materially increase its obligations under this Agreement, all taken as a whole, or to bear any out-of-pocket
costs or expenses under this Section 8.04. The Manager shall not be liable if any such amendment, once operative, fails to have the
desired result of eliminating the impact of an Adverse Regulatory Event.


 


(b)            For
purposes of this Agreement, the term “Adverse Regulatory Event” means any time that a new law, statute, ordinance,
code, rule, regulation or an administrative or judicial ruling imposes, or could impose in an Owner’s or Company’s reasonable
opinion, any material threat to DHC’s qualification for taxation as a “real estate investment trust” under the Code
or to the treatment of amounts paid to an Owner under any Lease as “rents from real property” under Section 856(d) of
the Code.


 


(c)            DHC
or any DHC Party shall promptly inform the Manager of any Adverse Regulatory Event of which it is aware and which it believes likely to
impair compliance with respect to Section 856(d) of the Code.


 


ARTICLE IX

FINANCING; INSPECTION


 


Section 9.01.     Financing
of the Community. The Manager shall cooperate with each Owner and each Company in connection with any financing of a Community.


 


Section 9.02.     Conflicts
with Loan Documentation. The terms and conditions of this Agreement are subject to the requirements set forth in any Mortgage or other
loan documentation applicable to any Community and to applicable law (collectively, “Other Requirements”). To the extent
there is any conflict between the terms and conditions of this Agreement and any Other Requirements, the provisions of the Other Requirements
shall control with respect to the applicable Community and neither any FVE Party nor any DHC Party shall take, or be required to take
as a result of this Agreement, any action that would cause the relevant FVE Party or the relevant DHC Party to be in breach of such Other
Requirement. The DHC Parties will provide to the FVE Parties notice of any loan documents applicable to a Community, which notice will
be given prior to such loan documents becoming applicable to the extent practicable.


 






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Section 9.03.     The
Company’s Right To Inspect. Each Company and its employees, representatives, lenders or agents shall have access to the applicable
Community and the files, books, accounts, and records of the Manager related to that Community at any and all reasonable times during
usual business hours for the purpose of inspection or showing that Community to prospective purchasers, investors, Residents or mortgagees.


 


ARTICLE X

REPAIRS AND MAINTENANCE


 


Section 10.01.     Repairs,
Maintenance, Routine Capital Replacements and Major Renovation and Repositioning. The Manager shall maintain each Community in good,
orderly, clean and safe repair and condition consistent with first rate standards for similar senior living communities, and in conformity
with Legal Requirements. The Manager shall make such routine and preventive maintenance, repairs and minor alterations, the cost of which
can be expensed under GAAP, as it, from time to time, deems necessary for such purposes, consistent with the Approved Budget for each
Community. The cost of such maintenance, repairs and alterations shall be paid from Gross Revenues of the applicable Community. The Manager
shall be responsible for completing all Routine Capital Replacements as are contemplated by the Approved Budget for each Community and
funded by the applicable Company from Gross Revenues and/or Working Capital for that Community or otherwise. Each Company or Owner shall
be responsible for completing any Major Renovation or Repositioning as are contemplated by the Approved Budget for each Community, which
may be funded by that Company or Owner from Gross Revenues and/or Working Capital for that Community or otherwise; provided, however,
the Manager shall cooperate in good faith with, and as requested by, any Company or Owner with respect to any Major Renovation or Repositioning.


 


Section 10.02.     Emergency
Repairs. If a party has actual knowledge of, or receives a written order or notice from a Governmental Authority, pertaining to a
violation or potential violation of any Legal Requirement relating to the physical condition of a Community or the continued safe operation
of a Community, such party shall give the other applicable party prompt notice thereof. The Manager shall recommend appropriate remedial
action to the applicable Company and subject to that Company’s consent (which shall not be unreasonably withheld, conditioned or
delayed), take such remedial action, provided the Manager shall be authorized to take appropriate remedial action consisting of repairs
or maintenance to a Community without receiving the applicable Company’s prior consent: (a) in an emergency threatening the
safety of that Community or its Residents, invitees or employees or imminent material physical damage to that Community, or (b) if
the continuation of the given condition will subject the Manager and/or the applicable Company to regulatory, civil, or criminal liability
or result in the suspension or revocation of a material permit, license or certificate. Any disagreement regarding the necessity of taking
such remedial action and/or the funding of the cost thereof that is not resolved by the parties within ten (10) Business Days shall
be resolved by arbitration.


 


Section 10.03.     Liens.
The Manager shall use commercially reasonable efforts to prevent any liens from being filed against any Community which arise from any
maintenance, repairs, alterations, improvements, renewals or replacements in or to that Community. The Manager shall not file any lien
against any Community.


 






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Section 10.04.     Ownership.
All repairs, replacements, alterations and additions shall be the property of the applicable Owner or Company, as may be provided in the
applicable Lease.


 


Section 10.05.     Casualty
or Condemnation. If, during the Term, a Community is (a) totally destroyed by fire or other casualty or there is a Condemnation
or (b) partially destroyed by fire or other casualty or there is a partial Condemnation and as a result the applicable Community
is Unsuitable for Use, the Manager or the applicable Company may terminate this Agreement by sixty (60) days’ notice to the other
and the applicable Company and/or the applicable Owner shall be entitled to retain the insurance proceeds or Condemnation award, as the
case may be.


 


If, as a result of partial
destruction or partial Condemnation, the applicable Community is not rendered Unsuitable for Use, the Owner shall repair or restore the
destroyed or untaken portion of that Community to the same condition as existed previously using the insurance proceeds or award received
by that Company and/or that Owner, provided the Manager shall have the right to discontinue operating all or a portion of that Community
pending completion of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation
of that Community.


 


If the cost of the repair
or restoration to the applicable Community exceeds the amount of insurance proceeds or award, instead of completing the repair or restoration,
the applicable Company and/or the applicable Owner may elect to terminate this Agreement with respect to that Community by notice to the
Manager. Any obligation of the applicable Company and/or the applicable Owner to repair or restore the applicable Community is subject
to the requirements of any Mortgage.


 


Notwithstanding any provisions
of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve (12) months
of the Term (including any renewal) at any applicable Community and if full repair and restoration would not reasonably be expected to
be completed prior to the date that is nine (9) months prior to the end of the Term (including any renewal), the provisions of this
Section 10.05 shall apply as if that Community had been rendered Unsuitable for Use.


 


ARTICLE XI

INSURANCE


 


Section 11.01.     General
Insurance Requirements.  The Manager shall, at all times during the Term, keep (or cause to be kept) each Community 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 the
applicable Company shall reasonably require and as may be commercially reasonable. Any disputes regarding such matters not resolved by
the parties within ten (10) Business Days (which period may be extended upon mutual agreement of the parties) shall be resolved by
arbitration.


 






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Section 11.02.     Waiver
of Subrogation. Each Company and the Manager 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 applicable
State) with respect to any property loss which is covered by insurance then being carried by the applicable Company or the Manager, 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 the applicable Company or the Manager shall self-insure in accordance
with the terms hereof, that Company or the Manager, as the case may be) shall have no right of subrogation against the other on account
thereof, even though extra premium may result therefrom. If any extra premium is payable by the Manager as a result of this provision,
the applicable Company shall not be liable for reimbursement to the Manager for such extra premium.


 


Section 11.03.     Risk
Management. The Manager shall be responsible for the provision of risk management oversight at each Community.


 


ARTICLE XII

ADDITIONAL COVENANTS


 


Section 12.01.     Restricted
Payments. FVE shall not make any Restricted Payment if, after giving effect to such Restricted Payment, (a) DHC would own more
than thirty-four and five tenths percent (34.5%) of the outstanding FVE Common Shares determined without taking into account any unvested
FVE Common Shares or options for or other securities convertible into FVE Common Shares held by persons other than DHC, or (b) the
Manager would cease to qualify as an “eligible independent contractor” of DHC within the meaning of Section 856(d)(9)(A) of
the Code. In no event shall FVE effect a redemption or repurchase of any FVE Common Shares held by DHC without DHC’s prior written
consent.


 


Section 12.02.     Independent
Directors of FVE. So long as this Agreement remains in effect, FVE will not reduce the number of Independent Directors (as such term
is defined in FVE’s Amended and Restated Bylaws, as amended and in effect from time to time) to less than four (4) Independent
Directors.


 


Section 12.03.     Financial
Statements and Reports. In addition to the financial statements and reports that the Manager is required to provide to the Companies
pursuant to this Agreement, promptly upon request by a DHC Party, the FVE Parties shall provide to DHC and the DHC Parties, any additional
information or reports relating to the business, condition (financial or otherwise), operations, performance, properties or prospects
of any Community, any FVE Party or any of their Affiliates as DHC or any DHC Party may reasonably request, including, without limitation,
a Liquidity forecast for FVE.


 


Section 12.04.     Acquisitions,
Financings and Sales. At no time during the term of this Agreement may FVE or any subsidiary thereof, directly or indirectly, own,
finance or sell, or participate in the ownership, financing or sale of, any real estate property (each, a “Property”)
of a type then owned or financed by DHC or any subsidiary thereof; provided that if FVE or such subsidiary proposes to enter into any
transaction involving the ownership, financing or sale of a Property prohibited by this Section 12.04 (a “Proposed Transaction”),
it shall provide notice of the Proposed Transaction to DHC describing the Proposed Transaction in sufficient detail and offer DHC the
right to acquire or finance the acquisition of the Property and negotiate in good faith with DHC. If, after ten (10) Business Days,
FVE and DHC have not reached agreement on the terms of the acquisition, financing or sale, FVE (or such subsidiary) shall be free to acquire,
finance or sell such Property itself or with others, free of the restrictions of this Section 12.04. FVE agrees that irreparable
damage would occur if any of the provisions of this Section 12.04 were not performed in accordance with their terms and that DHC’s
remedy at law for FVE’s or its subsidiary’s breach of its obligations under this Section 12.04 would be inadequate. Upon
any such breach, DHC shall be entitled (in addition to any other rights or remedies it may have at law) to seek an injunction enjoining
and restraining FVE or such subsidiary from continuing such breach. FVE agrees that the period of restriction and the geographical area
of restriction imposed upon FVE are fair and reasonable. If the provisions of this Section 12.04 relating to the period or the area
of restriction are determined to exceed the maximum period or areas which a court having jurisdiction over the matter would deem enforceable,
such period or area shall, for purposes of this Agreement, be deemed to be the maximum period or area which such court determines valid
and enforceable.


 






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Section 12.05.     Restrictions
on Ownership; REIT Compliance. During the term of this Agreement, (a) FVE will not permit the occurrence of any Change in Control
of any FVE Party, (b) FVE will not take any action that, in the reasonable judgment of DHC, might reasonably be expected to have
an adverse impact on the ability of DHC to qualify as a “real estate investment trust” under the Code, and (c) the FVE
Parties will use reasonable efforts to take, or cause to be taken, all appropriate action, as DHC or the DHC Parties may reasonably deem
necessary or desirable in connection for DHC to maintain its qualification for taxation as a “real estate investment trust”
under the Code.


 


Section 12.06.     Third
Party Beneficiary. The FVE Parties acknowledge and agree that DHC is an express third party beneficiary of the provisions contained
in this Article XII.


 


ARTICLE XIII

TERM AND TERMINATION


 


Section 13.01.     Term.
The Term of this Agreement shall begin on the date hereof and end December 31, 2036 (“Term”). Unless sooner terminated
as provided in this Agreement, the Manager shall have the right to extend the Term for all (but not less than all) of the Communities
for up to two (2) consecutive periods of five (5) years each by providing notice of such renewal to the Company at least twenty-four
(24), but not more than thirty (30), months prior to the end of the then current Term. Notwithstanding the foregoing, the right of the
Manager to extend the term of this Agreement is conditioned on no Event of Default by any FVE Party having occurred and be continuing
at the time the Manager exercises such extension option, provided, however, the exercise of such extension option shall
not be effective if, in any two (2) calendar years out of the three (3) calendar years ending December 31st
of the calendar year that is one (1) year prior to the expiration of the then current term, the Portfolio EBITDA for such calendar
year does not equal at least ninety-seven (97%) of the sum of the EBITDA of each Community budgeted for such calendar year as identified
in the Approved Budget for each Community for such calendar year, in which event this Agreement shall expire at the end of its then current
term in accordance with the provisions hereof.


 






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Section 13.02.     Early
Termination.


 


(a)            At
any time during the Term and without limitation of any of the other terms and conditions of this Agreement, the applicable Company shall
have the right to terminate this Agreement with respect to any Community that becomes a Non-Performing Asset by providing notice to the
Manager of such termination within six (6) months after the end of any calendar year in which the applicable Community qualifies
as a Non-Performing Asset, which termination shall be effective as of the date set forth in the applicable Company’s notice but
not earlier than ninety (90) days after delivery of such notice to the Manager; provided, however, the applicable Company may not terminate
this Agreement as a result of that Community being a Non-Performing Asset if such termination would result in the Companies having terminated
this Agreement with respect to such number of Communities in the current calendar year as a result of such applicable Communities being
Non-Performing Assets representing, in the aggregate, more than ten percent (10%) of the Portfolio Gross Revenues for the calendar year
prior to such termination.


 


(b)            In
addition, any of the DHC Parties shall have the right at any time, without the consent of the Manager or the payment of any termination
or other incremental fees to the Manager, to terminate this Agreement with respect to any or all of the Communities if FVE has made a
Restricted Payment such that, after giving effect to such Restricted Payment, (i) FVE’s Tangible Net Worth would be less than
$100,000,000, or (ii) FVE’s Liquidity would be less than $20,000,000.


 


ARTICLE XIV

TRANSITION ON TERMINATION


 


Section 14.01.     Termination.
Upon any termination of this Agreement with respect to any Community, except as otherwise provided in Section 15.04, the Manager
shall be compensated for its services only through the date of termination and all amounts remaining in any accounts maintained by the
Manager pursuant to Section 5.04 with respect to that Community, after payment of such amounts as may be due to the Manager hereunder,
shall be distributed to the applicable Company. In the event of any termination, the applicable Company and the Manager shall fully cooperate
to ensure a smooth transition of management. Further, upon termination, the Manager will deliver to the applicable Company or, at the
applicable Company’s request, to the new operator, the following:


 


(a)            a
final accounting, reflecting the balance of income and expenses of the applicable Community as of the date of termination, to be delivered
as soon as reasonably possible but not later than sixty (60) days after such termination,


 


(b)            after
payment of any amounts as may be due to the Manager hereunder, any balance of monies of the applicable Company or Resident deposits, or
both, held by the Manager with respect to the applicable Community, to be delivered as soon as reasonably possible, but not later than
sixty (60) days after such termination,


 


(c)            all
records, contracts, leases, resident agreements, tenant correspondence, files, receipts for deposits, unpaid bills and other papers, documents,
software, data or information which pertain in any way to the applicable Community to be delivered as soon as reasonably possible, but
not later than sixty (60) days after such termination, and


 






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(d)            the
Manager shall cooperate reasonably in all respects to achieve a transfer of any license and/or certificate (or to obtain a new license
and/or certificate, if necessary) required in connection with the operation of the applicable Community, but shall not be required to
incur any monetary expenditures in connection therewith (unless the applicable Company agrees to reimburse the Manager therefor).


 


ARTICLE XV

DEFAULTS


 


Section 15.01.     Default
by the Manager. An Event of Default with respect to the Manager shall occur in the event of any of the following:


 


(a)            the
Bankruptcy of the Manager,


 


(b)            the
gross negligence or willful misconduct of the Manager with respect to its duties and obligations under this Agreement,


 


(c)            the
Manager’s failure to keep, observe or perform any material covenant, agreement, term or provision of this Agreement to be kept,
observed or performed by the Manager, which failure shall continue (i) for a period of five (5) Business Days after the Manager
receives notice from the applicable Company in case of monetary defaults or (ii) for a period of twenty (20) Business Days after
the Manager receives notice from the applicable Company in the case of non-monetary defaults, in each case, specifying the default; provided,
however, that if such non-monetary default cannot be cured within such twenty (20) Business Day period, then the Manager shall be entitled
to such additional time as shall be reasonable, provided the default is curable and the Manager has promptly proceeded to commence cure
of such default within said period, and thereafter diligently prosecutes the cure to completion; provided, however, that in no event shall
such additional time exceed ninety (90) days,


 


(d)            a
Change in Control of the Manager or FVE to which DHC does not consent, provided that, to the extent DHC votes in its capacity as a shareholder
of FVE in favor of a Change in Control of FVE, such vote shall constitute consent to such Change in Control, or


 


(e)            a
default by the Manager, FVE or any Affiliate of the Manager or FVE under the Guaranty or any other agreement between the Manager, FVE
or an Affiliate of the Manager or FVE and a Company or an Affiliate of a Company, which continues beyond any applicable notice and cure
period.


 


Section 15.02.     Default
by the Company. An Event of Default with respect to a Company shall occur in the event of any of the following:


 


(a)            the
Bankruptcy of that Company,


 


(b)            the
gross negligence or willful misconduct of that Company with respect to its obligations under this Agreement, or


 






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(c)            that
Company shall fail to (i) timely fund Working Capital or to fund Routine Capital Replacements pursuant to the Approved Budget for
the applicable Community and such failure shall continue for a period of ten (10) Business Days after notice thereof by the Manager
or (ii) keep, observe or perform any other material covenant, agreement, term or provision of this Agreement to be kept, observed
or performed by that Company and such failure shall continue (A) for a period of five (5) Business Days after that Company receives
notice from the Manager in case of monetary defaults or (B) for a period of twenty (20) Business Days after that Company receives
notice from the Manager in the case of non-monetary defaults, in each case specifying the default; provided, however, if such default
cannot be cured within such twenty (20) Business Day period, then that Company shall be entitled to such additional time as shall be reasonable,
provided the default is curable, that Company has promptly proceeded to commence cure of such non-monetary default within said period,
and thereafter diligently prosecutes the cure to completion; provided, however, that in no event shall such additional time to cure non-monetary
defaults exceed ninety (90) days.


 


Section 15.03.     Remedies
of the Company. Upon the occurrence of an Event of Default by the Manager, the applicable Company may terminate this Agreement with
respect to the applicable Community immediately upon notice and shall be entitled to exercise any other rights at law or in equity.


 


Section 15.04.     Remedies
of the Manager. Upon the occurrence of an Event of Default by a Company, the Manager may terminate this Agreement with respect to
any applicable Community on thirty (30) days’ notice to any such applicable Company and any such Company shall pay the Manager,
within thirty (30) days of the effective date of termination as liquidated damages and in lieu of any other remedy of the Manager at law
or in equity, as well as any accrued but unpaid fees owed to the Manager pursuant to Section 5.01, (a) the Termination Fee for
that Community, plus (b) an amount equal to the present value of the portion of the annual payments of the Incentive Fee that would
have been allocated to that Community during the period from the date of termination to the scheduled expiration date of the Term (not
including any extension of the Term, but not for a period in excess of ten (10) years in any event) assuming the annual allocated
portion of Incentive Fee for that Community during such period was equal to the average of the portion of the Incentive Fee allocated
to that Community in each of the three (3) calendar years ended prior to such termination, discounted at an annual rate equal to
the Discount Rate.


 


Section 15.05.     No
Waiver of Default. The failure by a Company or the Manager to insist upon the strict performance of any one of the terms or conditions
of this Agreement or to exercise any right, remedy or election herein contained or permitted by law shall not constitute or be construed
as a waiver or relinquishment for the future of such term, condition, right, remedy or election, but the same shall continue and remain
in full force and effect. All rights and remedies that a Company or the Manager may have at law, in equity or otherwise for any breach
of any term or condition of this Agreement shall be distinct, separate and cumulative rights and remedies and no one of them, whether
or not exercised by a Company or the Manager, shall be deemed to be in exclusion of any right or remedy of a Company or the Manager.


 






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ARTICLE XVI

GOVERNING LAW, DISPUTE RESOLUTION, LIABILITY OF THE MANAGER AND


INDEMNITY


 


Section 16.01.     Governing
Law, Etc. This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the State of Maryland
applicable to contracts between residents of Maryland which are to be performed entirely within Maryland, 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 Maryland; or (g) any combination of the foregoing.


 


Section 16.02.     Dispute
Resolution.


 


(a)            Any
disputes, claims or controversies arising out of or relating to this Agreement, including any disputes, claims or controversies brought
by or on behalf of a party hereto, a direct or indirect parent of a party, or any holder of equity interests (which, for purposes of this
Section 16.02, shall mean any holder of record or beneficial owner of any equity interests, or any former holder of record or beneficial
owner of equity interests) of a party, either on its own behalf, on behalf of a party or on behalf of any series or class of equity interests
of a party or holders of any equity interests of a party against a party, or any of their respective trustees, directors, members, officers,
managers (including The RMR Group LLC or its parent and their respective successor), agents or employees, including any disputes, claims
or controversies relating to the meaning, interpretation, effect, validity, performance, application or enforcement of this Agreement,
including the agreements set forth in this Section 16.02 or the governing documents of a party (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 or Disputes be resolved through
binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American
Arbitration Association (the “AAA”) then in effect, except as those Rules may be modified in this Section 16.02.
For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against the trustees, directors,
officers or managers of a party and class actions by a holder of equity interests against those Persons and a party. For the avoidance
of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.


 


(b)            There
shall be three (3) arbitrators. If there are only two (2) parties to the Dispute, each party shall select one (1) arbitrator
within fifteen (15) days after receipt by respondent of a copy of a demand for arbitration. Such arbitrators may be affiliated or interested
persons of such parties. If there are more than two (2) 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 (1) arbitrator
within fifteen (15) days after receipt of a demand for arbitration. Such arbitrators may be affiliated or interested persons of the claimants
or the respondents, as the case may be. If either a claimant (or all claimants) or a respondent (or all respondents) fail(s) to timely
select an arbitrator, then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three (3) proposed
arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party
(or parties) that failed to timely appoint an arbitrator shall have ten (10) days from the date the AAA provides such list to select
one (1) of the three (3) arbitrators proposed by the AAA. If the party (or parties) fail(s) to select the second (2nd)
arbitrator by that time, the party (or parties) who have appointed the first (1st) arbitrator shall then have ten (10) days
to select one (1) of the three (3) arbitrators proposed by the AAA to be the second (2nd) arbitrator; and, if they
should fail to select the second (2nd) arbitrator by such time, the AAA shall select, within fifteen (15) days thereafter,
one (1) of the three (3) arbitrators it had proposed as the second (2nd) arbitrator. The two (2) arbitrators
so appointed shall jointly appoint the third (3rd) and presiding arbitrator (who shall be neutral, impartial and unaffiliated
with any party) within fifteen (15) days of the appointment of the second (2nd) arbitrator. If the third (3rd) arbitrator
has not been appointed 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.


 






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(c)            Any
arbitration hearings shall be held in Boston, Massachusetts, unless otherwise agreed by the parties, but the seat of arbitration shall
be Maryland.


 


(d)            There
shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.
For the avoidance of doubt, it is intended that there shall be no depositions and no other discovery other than limited documentary discovery
as described in the preceding sentence.


 


(e)            In
rendering an award or decision (an “Award”), the arbitrators shall be required to follow the laws of the State of Maryland,
without regard to principles of conflicts of law. Any arbitration proceedings or Award rendered hereunder and the validity, effect and
interpretation of the agreements set forth in this Section 16.02 shall be governed by the Federal Arbitration Act, 9 U.S.C. §1
et seq. An 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. Any monetary Award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Subject to Section 16.02(h),
each party against which an Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following
the date of such Award or such other date as such Award may provide.


 


(f)            Except
to the extent expressly provided by this Agreement or as otherwise agreed by the parties thereto, to the maximum extent permitted by Maryland
law, 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, award any portion of a party’s Award to the claimant or the claimant’s attorneys. Each party (or, if there
are more than two (2) 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 (2) 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 (3rd) appointed arbitrator.


 


(g)            Notwithstanding
any language to the contrary in this Agreement, any Award, including but not limited to any interim Award, may be appealed pursuant to
the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”). An Award shall not be considered final
until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within
thirty (30) days of receipt of an Award by filing a notice of appeal with any AAA office. Following the appeal process, the decision rendered
by the appeal tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, and despite any contrary provision
of the Appellate Rules, Section 16.02 shall apply to any appeal pursuant to this Section 16.02 and the appeal tribunal shall
not render an Award that would include shifting of any costs or expenses (including attorneys’ fees) of any party.


 






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(h)    Following
the expiration of the time for filing the notice of appeal, or the conclusion of the appeal process set forth in Section 16.02, an
Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between those parties relating to
the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon an 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 the agreements set forth in this Section 16.02 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.


 


(i)     This
Section 16.02 is intended to benefit and be enforceable by the parties hereto and their respective shareholders, stockholders, members,
beneficial interest owners, direct and indirect parents, trustees, directors, officers, managers (including The RMR Group LLC or its parent
and their respective successor), members, agents or employees and their respective successors and assigns and shall be binding on the
parties and such Persons and be in addition to, and not in substitution for, any other rights to indemnification or contribution that
such Persons may have by contract or otherwise.


 


Section 16.03. Consent
to Jurisdiction and Forum. This Section 16.03 is subject to, and shall not in any way limit the application of, Section 16.02;
in case of any conflict between this Section 16.03 and Section 16.02, Section 16.02 shall govern. Notwithstanding anything
to the contrary in Section 16.02, the exclusive jurisdiction and venue in any action brought by any party hereto pursuant to this
Agreement shall lie in any federal or state court located in Boston, Massachusetts. By execution and delivery of this Agreement, each
party hereto irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action.
The parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper
or inconvenient forum for the resolution of such action. The parties further agree and consent to the service of any process required
by any such court by delivery of a copy thereof in accordance with Section 18.02 and that any such delivery shall constitute valid
and lawful service of process against it, without necessity for service by any other means provided by statute or rule of court.


 


Section 16.04. Standard
of Care. The Manager shall discharge its duties in good faith, and agrees to exercise, with respect to all services provided by the
Manager under this Agreement, a standard of care, skill, prudence and diligence under the circumstances then existing as is consistent
with prevailing industry practices.


 


Section 16.05. Indemnity.
In any action, proceeding or claim brought or asserted by a third party, the Manager will defend, indemnify and hold the applicable Company
(and any of its Affiliates, their respective directors, trustees, officers, shareholders, employees and agents) harmless from and against
any claims, losses, expenses, costs, suits, actions, proceedings, demands or liabilities that are asserted against, or sustained or incurred
by them because of the Manager’s breach of any material term of this Agreement, or arising from the Manager’s failure to act
or not act in accordance with that Company’s reasonable instructions or gross negligence, fraud, or willful misconduct, except to
the extent caused by that Company’s breach of any material term of this Agreement, gross negligence, fraud or willful misconduct.
Each Company will defend, indemnify, and hold the Manager (and any of its Affiliates, their respective directors, trustees, officers,
shareholders, employees and agents) harmless, from and against any and all claims, expenses, costs, suits, actions, proceedings, demands,
or liabilities that are asserted against, or sustained or incurred by them in connection with the performance of the Manager’s duties
under this Agreement or otherwise while acting within the scope of the agency established by the parties to this Agreement and in accordance
with Section 16.04, or in the case of an action, proceeding or claim brought or asserted by a third party against any of them as
a result of that Company’s breach of any material term of this Agreement, violation of Legal Requirements, instructions to the Manager
to act or not act with respect to the relevant matter or gross negligence, fraud or willful misconduct, except to the extent caused by
the Manager’s breach of any material term of this Agreement, failure to act or not act in accordance with that Company’s reasonable
instructions, gross negligence, fraud or willful misconduct. The scope of the foregoing indemnities includes any and all costs and expenses
properly incurred in connection with any proceedings to defend any indemnified claim, or to enforce the indemnity, or both. Recovery upon
an indemnity contained in this Agreement shall be reduced dollar-for-dollar by any applicable insurance collected by the indemnified party
with respect to the claims covered by such indemnity.


 






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Section 16.06. Limitation
of Liability. To the maximum extent permitted by applicable law, no shareholder, member, officer, director, trustee, employee or agent
of any party to this Agreement (and of any Affiliate of such party that is not a party to this Agreement) shall have any personal liability
with respect to the liabilities or obligations of such party under this Agreement or any document executed by such party pursuant to this
Agreement.


 


ARTICLE XVII

PROPRIETARY MARKS; INTELLECTUAL PROPERTY


 


Section 17.01. Proprietary
Marks. During the Term of this Agreement, each Community shall be known as a “Five Star Senior Living” community, with
such additional identification as may be necessary and agreed to by the applicable Company and the Manager to provide local identification
or to comply with local licensing or consumer protection laws.


 


Section 17.02. Ownership
of Proprietary Marks. The Proprietary Marks shall in all events remain the exclusive property of the Manager, and except as expressly
set forth in this Agreement, nothing contained herein shall confer on any Company the right to use the Proprietary Marks. Except as provided
below in this section, upon termination, any use of or right to use the Proprietary Marks by any applicable Company shall cease forthwith,
and any such Company shall promptly remove, at the Manager’s expense, from any applicable Community any signs or similar items that
contain the Proprietary Marks. Upon termination, any applicable Company shall have the right to use any inventory or Household Replacement
items marked with the Proprietary Marks exclusively in connection with any applicable Community until they are consumed.


 






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Section 17.03. Intellectual
Property. All Intellectual Property shall at all times be proprietary to the Manager or its Affiliates, and shall be the exclusive
property of the Manager or its Affiliates. During the Term, the Manager shall be entitled to take all reasonable steps to ensure that
the Intellectual Property remains confidential. Upon termination, all Intellectual Property shall be removed from any applicable Community
by the Manager, without compensation to any applicable Company.


 


ARTICLE XVIII

MISCELLANEOUS PROVISIONS


 


Section 18.01. Addition
and Removal of DHC Parties and FVE Parties. At any time and from time to time that any additional Community is to be managed by the
Manager for the account of any Company or other subsidiary of DHC, such Company or other subsidiary of DHC shall execute an accession
agreement confirming the applicability of this Agreement to such additional Community and such Company or other subsidiary of DHC. At
any time and from time to time that any Community is to no longer be managed by the Manager for the account of any Company or other subsidiary
of DHC, the Manager and the applicable Company shall execute a release releasing the Manager or applicable Company, as applicable, from
all obligations under this Agreement relating to the applicable Community and to periods from and after the effective date of termination
of the applicable management arrangement.


 


Section 18.02. Notices.
All notices, demands, consents, approvals, and requests given by any party to another hereunder shall be in writing and shall be deemed
to have been duly given when delivered in person, upon confirmation of receipt when transmitted by e-mail, or on the next business day
if transmitted by nationally recognized overnight courier, to the parties at the following addresses:


 


To any DHC Party: 




Diversified Healthcare Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458

Attn: Jennifer F. Francis

Telephone: (617) 796-8350

e-mail: jfrancis@rmrgroup.com


 


To any FVE party: 




c/o Five Star Senior Living Inc.

400 Centre Street

Newton, Massachusetts 02458

Attn: Katherine E. Potter

Telephone: (617) 796-8387

e-mail: kpotter@5ssl.com


 






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or to such other address and to the attention
of such other person as any party may from time to time designate in writing. Notices properly given as described above shall be effective
upon receipt.


 


Section 18.03. Severability.
If any term or provision of this Agreement or the application thereof in any circumstance is held invalid, illegal or unenforceable in
any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair
the benefits of the remaining provisions hereof.


 


Section 18.04. Gender
and Number. Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine, feminine,
and neuter, and the number of all words herein shall include the singular and plural.


 


Section 18.05. Headings
and Interpretation. The descriptive headings in this Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement. References to “Section” in this Agreement shall be a reference to a Section of
this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including”
are used in this Agreement they shall be deemed to be followed by “without limitation.” The words “hereof,” “herein,”
 “hereby,” and “hereunder,” when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision unless otherwise indicated. The word “or” shall not be exclusive. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting.


 


Section 18.06. Estoppel
Certificates. Each party to this Agreement shall at any time and from time to time, upon not less than thirty (30) day’s prior
notice from the other party, execute, acknowledge and deliver to such other party, or to any third party specified by such other party,
a statement in writing: (a) certifying that this Agreement is unmodified and in full force and effect (or if there have been modifications,
that the same, as modified, is in full force and effect and stating the modifications); (b) stating whether or not to the best knowledge
of the certifying party: (i) there is a continuing default by the non-certifying party in the performance or observation of any covenant,
agreement or condition contained in this Agreement; or (ii) there shall have occurred any event which, with the giving of Notice
or the passage of time or both, would become such a default, and, if so, specifying such default or occurrence of which the certifying
party may have knowledge; and (c) stating such other information as the non-certifying party may reasonably request. Such statement
shall be binding upon the certifying party and may be relied upon by the non-certifying party and/or such third party specified by the
non-certifying party as aforesaid. The obligations set forth in this Section 18.06 shall survive termination (that is, each party
shall, on request, within the time period described above, execute and deliver to the non-certifying party and to any such third party
a statement certifying that this Agreement has been terminated).


 


Section 18.07. Confidentiality
of Business Information. The Manager and each Company agree to keep confidential and not to use or to disclose to others, any of their
respective secrets or confidential or proprietary information, customer lists, or trade secrets, or any matter or items relating to this
Agreement, the management of any Community or their association with each other except (a) to their respective Affiliates, which
may in turn disclose to any holder of a Mortgage, any prospective lender, purchaser or prospective purchaser of a Community, (b) to
any rating agencies, lenders, stock analysts, accountants, lawyers and other like professionals, (c) as expressly consented to in
writing by the other party, (d) as required by law or the rules of any national securities exchange or automated quotation system
to which the applicable Company or the Manager, or any Affiliate thereof, is or becomes subject, or (e) as required by law or the
applicable regulators with respect to any initial, renewal or other required application for licensure, Medicare or Medicaid participation
or other approval or certification of a Community.


 






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Section 18.08. Confidentiality
of Patient Information. The parties agree that the services provided under this Agreement will comply in all material respects with
all federal and state-mandated regulations, rules, or orders applicable to the services provided herein, including but not limited to
regulations promulgated under Title II, Subtitle F of HIPAA. The parties shall only use or disclose patient information, including Protected
Health Information (as such term is defined by the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160
and Subparts A and E of Part 164, as promulgated from time to time by the Department of Health and Human Services (the “Privacy
Standards”)), in compliance with the Privacy Standards and other applicable law. The parties shall further reasonably safeguard
the confidentiality, integrity and availability of patient information, including Protected Health Information, as required by applicable
law, including the Privacy Standards and the Security Standards (45 C.F.R. Part 160 and Subparts A and E of Part 164). In the
event that patient information (including Protected Health Information) is disclosed by a party or its agents to the other party, its
employees, contractors, subcontractors or agents, such other party agrees to take reasonable steps to maintain, and to require its employees,
contractors, subcontractors and agents receiving such information to maintain, the privacy and confidentiality of such information consistent
with applicable law. In connection with the Manager’s services hereunder, the parties shall enter into a Business Associate Agreement
in a form acceptable to both parties. Furthermore, the parties shall amend this Agreement or execute any additional documentation to amend
the Agreement to conform with HIPAA or any new or revised legislation, rules, and regulations to which they are subject now or in the
future in order to ensure that the parties are at all times in conformance with all such laws, rules and regulations.


 


Section 18.09. Assignment.
Any Company may assign this Agreement to an Affiliate (but only as such term is defined in Section 1.04(a) or (c)) of that Company
without the Manager’s consent. The Manager shall not assign or transfer its interest in this Agreement with respect to any Community
without the prior written consent of the applicable Company, which consent may be withheld in that Company’s sole and absolute discretion.
If a Company consents to an assignment of this Agreement by the Manager with respect to a Community, no further assignment shall be made
with respect to that Community without the express consent in writing of the applicable Company.


 


Section 18.10. Amendment.
This Agreement may not be modified, altered or amended in any manner except by an amendment in writing, duly executed by the parties hereto.


 


Section 18.11. Third
Party Beneficiaries. The terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the respective
successors, heirs, legal representatives or permitted assigns of each of the parties hereto and except for DHC and the Owners, which are
intended third party beneficiaries, and as otherwise provided in Section 16.05, no Person other than the parties hereto and their
successors and permitted assigns is intended to be a beneficiary of this Agreement.


 






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Section 18.12. Survival.
The following provisions shall survive termination or expiration of this Agreement: Section 11.02, Section 14.01, 15.03, 15.04
and 15.05, Article XVI and Article XVIII.


 


Section 18.13. Relationship
Between the Parties. The relationship between each Company and the Manager pursuant to this Agreement shall not be one of general
agency, but shall be that of an independent contractor relationship, provided with respect to those specific and limited circumstances
in which (a) the Manager is holding funds for the account of a Company or (b) the Manager is required or authorized to
act as authorized representative for a Company with respect to agreements with Residents, filings with and applications to governmental
bodies or pursuant to licenses or Legal Requirements, the relationship between each Company and the Manager shall be that of trustee and
authorized representative (with limited agency), respectively. Neither this Agreement nor any agreements, instruments, documents or transactions
contemplated hereby shall in any respect be interpreted, deemed or construed as making any Company a partner or joint venturer with the
Manager or as creating any similar relationship or entity, and each party agrees that it will not make any contrary assertion, contention,
claim or counterclaim in any action, suit or other legal proceeding involving the other.


 


[Signature pages follow]


 






    	 	- 36 -	 



     


    







 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first above
written.


 


	 	FVE PARTIES:
	 	 
	 	FIVE STAR SENIOR LIVING INC., and
	 	FVE MANAGERS, INC.



 


	 	By:	 	/s/ Katherine E. Potter
	 	 	 	 Katherine E. Potter
	 	 	 	President of each of the foregoing entities




 


[Signature
Page to Amended and Restated Master Management Agreement]


 






     

     


    

 


	 	DHC PARTIES:
	 	 
	 	DIVERSIFIED HEALTHCARE TRUST
	 	SNH AL AIMO TENANT, INC.,
	 	SNH AL CRIMSON TENANT INC.,
	 	SNH AL GEORGIA TENANT LLC,
	 	SNH AL TRS, INC.,
	 	SNH AL WILMINGTON TENANT INC.,
	 	SNH AZ TENANT LLC,
	 	SNH BAMA TENANT LLC,
	 	SNH BRFL TENANT LLC,
	 	SNH CAL TENANT LLC,
	 	SNH CCMD TENANT LLC,
	 	SNH DEL TENANT LLC,
	 	SNH DERBY TENANT LLC,
	 	SNH FLA TENANT LLC,
	 	SNH GEORGIA TENANT LLC,
	 	SNH GRANITE GATE LANDS TENANT LLC,
	 	SNH GRANITE GATE TENANT LLC,
	 	SNH GROVE PARK TENANT LLC,
	 	SNH INDY TENANT LLC,
	 	SNH LINCOLN TENANT LLC,
	 	SNH LONGHORN TENANT LLC,
	 	SNH MASS TENANT LLC,
	 	SNH MD TENANT LLC,
	 	SNH MO TENANT LLC,
	 	SNH NC TENANT LLC,
	 	SNH NJ TENANT LLC,
	 	SNH NM TENANT LLC,
	 	SNH NORTHWOODS TENANT LLC
	 	SNH OHIO TENANT LLC,
	 	SNH PARK PLACE TENANT I LLC,
	 	SNH PARK PLACE TENANT II LLC,
	 	SNH PENN TENANT LLC,
	 	SNH PLFL TENANT LLC,
	 	SNH SC TENANT LLC,
	 	SNH SE BARRINGTON BOYNTON TENANT LLC,
	 	SNH SE BURLINGTON TENANT LLC,
	 	SNH SE HOLLY HILL TENANT LLC,
	 	SNH SE SG TENANT LLC,
	 	SNH SE TENANT TRS, INC.,
	 	SNH TEANECK TENANT LLC,
	 	SNH TELLICO TENANT LLC,
	 	SNH TENN TENANT LLC,
	 	SNH TOTO TENANT LLC,
	 	SNH VA TENANT LLC,
	 	SNH VIKING TENANT LLC,



 


[Signature
Page to Amended and Restated Master Management Agreement]


 






     

     


    

 


	 	SNH WIS TENANT LLC, and
	 	SNH YONKERS TENANT INC.



 





	 	By:	 	/s/
Jennifer F. Francis
	 	 	 	Jennifer F. Francis
	 	 	 	President of each of the foregoing
entities



 


[Signature
Page to Amended and Restated Master Management Agreement]


 






     

     


    





 


Exhibit A


 


	No.	 	Company	 	Community	 	Owner	 	2021 Target

Invested

 Capital	 
	1	 	SNH Grove Park Tenant LLC	 	Terrace at Grove Park 
101 Tulip Lane
Dothan, AL 36305	 	SNH Grove Park Trust	 	$	175,950	 
	2	 	SNH SE Tenant TRS, Inc.	 	The Terrace at Priceville 
200 Terrace Lane 
Priceville, AL 35603	 	SNH SE Properties Trust	 	$	140,760	 
	3	 	SNH AL Crimson Tenant Inc.	 	Morningside of Vestavia Hills 
2435 Columbiana Road 
Vestavia Hills, AL 35216	 	SNH/LTA Properties Trust	 	$	249,390	 
	4	 	SNH AZ Tenant LLC	 	The Forum at Desert Harbor 
13840 North Desert Harbor Drive 
Peoria, AZ 85381	 	SNH/LTA Properties Trust	 	$	439,110	 
	5a	 	SNH Granite Gate Tenant LLC	 	Granite Gate Senior Living 
3850 North US Highway 89 
Prescott, AZ 86301	 	SNH Granite Gate Inc.	 	$	188,190	 
	5b	 	SNH Granite Gate Lands Tenant LLC	 	Granite Gate Lands 
Boulder Creek Lane 
3850 North US 89 Highway 
Prescott, AZ 86301	 	SNH Granite Gate Lands Trust	 	$	0	 
	6	 	SNH AZ Tenant LLC	 	The Forum at Pueblo Norte (including Pueblo Norte Senior Living Community and Forum Pueblo Norte Assisted Living) 
7090, 7100 & 7108 East Mescal Street 
Scottsdale, AZ 85254	 	CCC Pueblo Norte Trust	 	$	425,340	 
	7	 	SNH SE Tenant TRS, Inc.	 	The Gardens of Scottsdale 
6001 E. Thomas Road 
Scottsdale, AZ 85251	 	SPTMRT Properties Trust	 	$	185,130	 
	8	 	SNH AZ Tenant LLC	 	The Forum at Tucson 
2500 North Rosemont Boulevard 
Tucson, AZ 85712	 	SNH/LTA Properties Trust	 	$	385,560	 
	9-10	 	SNH CAL Tenant LLC	 	Remington Club (including Remington Club I & II and Remington Club Health Center) 
16925 (including 16922) and 16916 (including 16915) Hierba Drive 
San Diego, CA 92128	 	SNH/LTA Properties Trust	 	$	612,000	 
	11	 	SNH CAL Tenant LLC	 	Rio Las Palmas 
877 East March Lane 
Stockton, CA 95207	 	SNH FM Financing LLC	 	$	249,390	 
	12	 	SNH AL TRS, Inc.	 	Five Star Residences of Dayton Place 
1950 South Dayton Street 
Aurora, CO 80247	 	SNH/LTA Properties Trust	 	$	365,670	 
	13	 	SNH DEL Tenant LLC	 	Somerford House and Place of Newark (including Somerford House and Somerford Place) 
501 South Harmony Road & 4175 Ogletown-Stanton Road 
Newark, DE 19713	 	SNH Somerford Properties Trust	 	$	169,830	 
	14	 	SNH DEL Tenant LLC	 	Forwood Manor 
1912 Marsh Road 
Wilmington, DE 19810	 	CCC Retirement Communities II, L.P.	 	$	382,500	 
	15	 	SNH BRFL Tenant LLC	 	Five Star Premier Residences of Boca Raton 
22601 Camino Del Mar 
Boca Raton, FL 33433	 	SNH BRFL Properties LLC	 	$	327,420	 
	16	 	SNH SE Barrington Boynton Tenant LLC	 	Barrington Terrace at Boynton Beach 
1425 Congress Avenue 
Boynton Beach, FL 33426-6381	 	SNH SE Barrington Boynton LLC	 	$	211,140	 



 






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	No.	 	Company	 	Community	 	Owner	 	2021 Target

 Invested 

Capital	 
	17	 	SNH FLA Tenant LLC	 	Park Summit at Coral Springs 
8500 Royal Palm Boulevard 
Coral Springs, FL 33065	 	SNH/LTA Properties Trust	 	$	426,870	 
	18	 	SNH FLA Tenant LLC	 	Forum at Deer Creek 
3001 Deer Creek Country Club Boulevard 
Deerfield Beach, FL 33442	 	CCC Financing I Trust	 	$	440,640	 
	19	 	SNH SE Tenant TRS, Inc.	 	The Horizon Club 
1208 South Military Trail 
Deerfield Beach, FL 33442	 	SPTMRT Properties Trust	 	$	443,700	 
	20	 	SNH SE Tenant TRS, Inc.	 	Calusa Harbor 
2525 East First Street 
Fort Meyers, FL 33901	 	SPTMRT Properties Trust	 	$	673,200	 
	21	 	SNH SE Holly Hill Tenant LLC	 	Riviera 
1825 Ridgewood Avenue 
Holly Hill, FL 32117	 	SNH SE Holly Hill LLC	 	$	220,320	 
	22	 	SNH SE Tenant TRS, Inc.	 	Five Star Premier Residences of Hollywood 
2480 North Park Road 
Hollywood, FL 33021	 	SNH SE Properties Trust	 	$	566,100	 
	23	 	SNH FLA Tenant LLC	 	Tuscany Villa of Naples 
8901 Tamiami Trail East 
Naples, FL 34113	 	SNH/LTA Properties Trust	 	$	205,020	 
	24	 	SNH FLA Tenant LLC	 	Coral Oaks 
900 West Lake Road 
Palm Harbor, FL 34684	 	SNH FM Financing LLC	 	$	483,480	 
	25	 	SNH SE Tenant TRS, Inc.	 	Stratford Court of Palm Harbor 
45 Katherine Boulevard 
Palm Harbor, FL 34684	 	SPTMRT Properties Trust	 	$	486,540	 
	26	 	SNH PLFL Tenant LLC	 	Five Star Premier Residences of Plantation 
8500 West Sunrise Boulevard 
Plantation, FL 33322	 	SNH PLFL Properties LLC	 	$	416,160	 
	27	 	SNH FLA Tenant LLC	 	The Court at Palm Aire 
2701 North Course Drive 
Pompano Beach, FL 33069	 	SNH/LTA Properties Trust	 	$	443,700	 
	28	 	SNH SE Tenant TRS, Inc.	 	Five Star Premier Residences of Pompano 
1371 South Ocean Boulevard 
Pompano Beach, FL 33062	 	SNH SE Properties Trust	 	$	260,100	 
	29	 	SNH SE Tenant TRS, Inc.	 	Lexington Manor 
20480 Veterans Boulevard 
Port Charlotte, FL 33954-2264	 	SNH SE Properties Trust	 	$	130,050	 
	30	 	SNH SE Tenant TRS, Inc.	 	The Gardens of Port St. Lucie 
1699 S.E. Lyngate Drive 
Port St. Lucie, FL 34952	 	SPTMRT Properties Trust	 	$	195,840	 
	31	 	SNH FLA Tenant LLC	 	The Palms of St. Lucie West 
501 N.W. Cashmere Boulevard 
Port St. Lucie, FL 34986-1908	 	SNH/LTA Properties Trust	 	$	149,940	 
	32	 	SNH FLA Tenant LLC	 	Fountainview 
111 (including 145) Executive Center Drive 
West Palm Beach, FL 33401	 	CCC Investments I, L.L.C.	 	$	517,140	 
	33	 	SNH SE Tenant TRS, Inc.	 	Cameron Hall (Canton) 
240 Marietta Highway 
Canton, GA 30114	 	SNH SE Properties LLC	 	$	143,820	 
	34	 	SNH AL Georgia Tenant LLC	 	Gardens of Gainesville 
3315 Thompson Bridge Road 
Gainesville, GA 03506	 	SNH AL Georgia LLC	 	$	234,090	 
	35	 	SNH SE Tenant TRS, Inc.	 	Palms of Lake Spivey 
8080 Summit Bus. Parkway 
Jonesboro, GA 30236-4199	 	SNH SE Properties LLC	 	$	306,000	 



 






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	No.	 	Company	 	Community	 	Owner	 	2021 Target

 Invested

 Capital	 
	36	 	SNH Georgia Tenant LLC	 	Savannah Square (including Savannah Square Health Center and Palmetto Inn) 
One Savannah Square Drive 
Savannah, GA 31406	 	SNH/LTA Properties GA LLC	 	$	296,820	 
	37	 	SNH SE Tenant TRS, Inc.	 	Church Creek 
1250 West Central Road 
Arlington Heights, IL 60005	 	SPTMRT Properties Trust	 	$	514,080	 
	38	 	SNH Lincoln Tenant LLC	 	Brenden Gardens 
900 Southwind Road 
Springfield, IL 62703	 	SNH/LTA Properties Trust	 	$	171,360	 
	39	 	SNH AL AIMO Tenant, Inc.	 	Morningside of Sterling 
2705 Avenue E. 
Sterling, IL 61081	 	SNH AL AIMO, Inc.	 	$	139,230	 
	40	 	SNH INDY Tenant LLC	 	Smith Farm Manor 
406 Smith Drive 
Auburn, IN 46706	 	SNH RMI Smith Farms Manor Properties LLC	 	$	78,030	 
	41	 	SNH INDY Tenant LLC	 	Park Square Manor 
6990 East County Road 100 North 
Avon, IN 46123	 	SNH RMI Park Square Manor Properties LLC	 	$	116,280	 
	42	 	SNH INDY Tenant LLC	 	Meadowood Retirement Community (including Meadowood Health Pavilion) 
2455 Tamarack Trail 
Bloomington, IN 47408	 	O.F.C. Corporation	 	$	399,330	 
	43	 	SNH INDY Tenant LLC	 	Forum at the Crossing 
8505 Woodfield Crossing Boulevard 
Indianapolis, IN 46240	 	SNH FM Financing LLC	 	$	342,720	 
	44	 	SNH Northwoods Tenant LLC	 	Five Star Residences of North Woods 
2501 Friendship Boulevard and Mallard Court 
Kokomo, IN 46901	 	SNH Northwoods LLC	 	$	174,420	 
	45	 	SNH INDY Tenant LLC	 	Jefferson Manor 
601 Saint Joseph Drive 
Kokomo, IN 46901	 	SNH RMI Jefferson Manor Properties LLC	 	$	78,030	 
	46	 	SNH INDY Tenant LLC	 	Oak Woods Manor 
1211 Longwood Drive 
LaPorte, IN 46350	 	SNH RMI Oak Woods Manor Properties LLC	 	$	76,500	 
	47	 	SNH INDY Tenant LLC	 	Northwood Manor 
1590 West Timberview Drive 
Marion, IN 46952	 	SNH RMI Northwood Manor Properties LLC	 	$	78,030	 
	48	 	SNH INDY Tenant LLC	 	McKay Manor 
1473 East McKay Road 
Shelbyville, IN 46176	 	SNH RMI McKay Manor Properties LLC	 	$	78,030	 
	49	 	SNH INDY Tenant LLC	 	Sycamore Manor 
222 South 25th Street 
Terre Haute, IN 47803	 	SNH RMI Sycamore Manor Properties LLC	 	$	111,690	 
	50	 	SNH INDY Tenant LLC	 	Fox Ridge Manor 
150 Fox Ridge Drive 
Vincennes, IN 47591	 	SNH RMI Fox Ridge Manor Properties LLC	 	$	73,440	 
	51	 	SNH Toto Tenant LLC	 	Brandon Woods at Alvamar 
1501 Inverness Drive 
Lawrence, KS 66047	 	SNH CHS Properties Trust	 	$	335,070	 
	52	 	SNH Toto Tenant LLC	 	The Forum at Overland Park 
3501 West 95th Street 
Overland Park, KS 66206	 	SNH FM Financing LLC	 	$	312,120	 
	53	 	SNH Toto Tenant LLC	 	Overland Park Place 
6555 West 75th Street 
Overland Park, KS 66204	 	SNH CHS Properties Trust	 	$	205,020	 



 






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	No.	 	Company	 	Community	 	Owner	 	2021 Target

 Invested 

Capital	 
	54	 	SNH Derby Tenant LLC	 	Ashwood Place 
102 Leonardwood 
Frankfort, KY 40601	 	SNH/LTA Properties Trust	 	$	157,590	 
	55	 	SNH Derby Tenant LLC	 	The Forum at Brookside 
200 Brookside Drive 
Louisville, KY 40243	 	SNH FM Financing LLC	 	$	491,130	 
	56	 	SNH CCMD Tenant LLC	 	Five Star Premier Residences of Chevy Chase 
8100 Connecticut Avenue 
Chevy Chase, MD 20815	 	SNH CCMD Properties LLC	 	$	504,900	 
	57	 	SNH MD Tenant LLC	 	HeartFields at Easton 
700 Port Street 
Easton, MD 21601-8184	 	SNH/LTA Properties Trust	 	$	113,220	 
	58	 	SNH MD Tenant LLC	 	Heartlands Senior Living Village at Ellicott City 
3004 North Ridge Road 
Ellicott City, MD 21043-3381	 	Ellicott City Land I, LLC	 	$	348,840	 
	59	 	SNH MD Tenant LLC	 	HeartFields at Frederick 
1820 Latham Drive 
Frederick, MD 21701-9393	 	SNH CHS Properties Trust	 	$	79,560	 
	60	 	SNH MD Tenant LLC	 	Somerford Place and Somerford House - Frederick (including Somerford House - Frederick) 
2100 Whittier Drive 
Frederick, MD 21702	 	SNH Somerford Properties Trust	 	$	149,940	 
	61	 	SNH MD Tenant LLC	 	Somerford Place and Somerford House - Hagerstown (including Somerford House - Hagerstown) 
10114 & 10116 Sharpsburg Pike 
Hagerstown, MD 21740	 	SNH Somerford Properties Trust	 	$	154,530	 
	62	 	SNH MD Tenant LLC	 	Heartlands at Severna Park 
715 Benfield Road 
Severna Park, MD 21146-2210	 	SNH FM Financing Trust	 	$	125,460	 
	63	 	SNH MD Tenant LLC	 	Aspenwood 
14400 Homecrest Road 
Silver Spring, MD 20906-1871	 	SNH/LTA Properties Trust	 	$	201,960	 
	64	 	SNH MASS Tenant LLC	 	The Gables at Winchester 
299 Cambridge Street 
Winchester, MA 01890	 	SNH/LTA Properties Trust	 	$	188,190	 
	65	 	SNH Viking Tenant LLC	 	Wellstead of Rogers and Diamondcrest Senior Living 
20500 & 20600 S. Diamond Lake Road 
Rogers, MN 55374	 	SNH CHS Properties Trust	 	$	287,640	 
	66	 	SNH MO Tenant LLC	 	College View Manor Retirement Residence 
3828 College View Drive 
Joplin, MO 64801	 	SNH IL Joplin Inc.	 	$	133,110	 
	67	 	SNH AL TRS, Inc.	 	The Lodge Assisted Living and Memory Care 
2200 East Long Street 
Carson City, NV 89706	 	SNH AL Properties Trust	 	$	125,460	 
	68	 	SNH SE Tenant TRS, Inc.	 	Five Star Premier Residences of Reno 
3201 Plumas Street 
Reno, NV 89509	 	SNH SE Properties Trust	 	$	313,650	 
	69	 	SNH NJ Tenant LLC	 	Leisure Park (including Brighton Gardens of Leisure Park, Leisure Park Health Center and Leisure Park Special Care Center) 
1400 Route 70 
Lakewood, NJ 08701	 	Leisure Park Venture Limited Partnership	 	$	634,950	 
	70	 	SNH NJ Tenant LLC	 	Mt. Arlington Senior Living 
2 Hillside Drive 
Mt. Arlington, NJ 07856	 	SNH NS Properties Trust	 	$	153,000	 



 






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	No.	 	Company	 	Community	 	Owner	 	2021 Target

 Invested

 Capital	 
	71	 	SNH Teaneck Tenant LLC	 	Five Star Premier Residences of Teaneck 
655 Pomander Walk 
Teaneck, NJ 07666	 	SNH Teaneck Properties LLC	 	$	333,540	 
	72	 	SNH NM Tenant LLC	 	The Montebello on Academy 
10500 Academy Road, N.E. 
Albuquerque, NM 87111	 	SNH FM Financing LLC	 	$	312,120	 
	73	 	SNH Yonkers Tenant Inc.	 	Five Star Premier Residences of Yonkers 
537 Riverdale Avenue 
Yonkers, NY 10705	 	SNH Yonkers Properties Trust	 	$	474,300	 
	74	 	SNH SE Burlington Tenant LLC	 	Home Place of Burlington 
118 Alamance Road 
Burlington, NC 27215-5583	 	SNH SE Burlington LLC	 	$	108,630	 
	75	 	SNH NC Tenant LLC	 	HeartFields at Cary 
1050 Crescent Green Drive 
Cary, NC 27511-8100	 	SNH FM Financing LLC	 	$	137,700	 
	76	 	SNH NC Tenant LLC	 	Morningside of Concord 
500 Penny Lane, N.E. 
Concord, NC 28025	 	SNH/LTA Properties Trust	 	$	146,880	 
	77-78a	 	SNH NC Tenant LLC	 	The Haven in Highland Creek 
5920 McChesney Drive 
Charlotte, NC 28269	 	SNH CHS Properties Trust	 	$	91,800	 
	77-78b	 	SNH NC Tenant LLC	 	The Laurels in Highland Creek 
6101 Clark Creek Parkway 
Charlotte, NC 28269	 	SNH CHS Properties Trust	 	$	143,820	 
	79	 	SNH SE Tenant TRS, Inc.	 	Summit Place of South Park 
2101 Runnymede Lane 
Charlotte, NC 28209	 	SNH SE Properties Trust	 	$	183,600	 
	80	 	SNH NC Tenant LLC	 	Morningside of Gastonia 
2755 Union Road 
Gastonia, NC 28054	 	SNH/LTA Properties Trust	 	$	142,290	 
	81a	 	SNH NC Tenant LLC	 	Home Place of New Bern 
1309 McCarthy Boulevard 
New Bern, NC 28562-2035	 	SNH/LTA SE Home Place New Bern LLC	 	$	91,800	 
	81b	 	SNH NC Tenant LLC	 	McCarthy Court I 
1321 McCarthy Boulevard 
New Bern, NC 28562	 	SNH/LTA SE McCarthy New Bern LLC	 	$	64,260	 
	81c	 	SNH NC Tenant LLC	 	McCarthy Court II 
1325 McCarthy Boulevard 
New Bern, NC 28562	 	SNH/LTA Properties Trust	 	$	65,790	 
	82-83a	 	SNH NC Tenant LLC	 	The Haven in the Village at Carolina Place 
13150 Dorman Road 
Pineville, NC 28134	 	SNH CHS Properties Trust	 	$	91,800	 
	82-83b	 	SNH NC Tenant LLC	 	The Laurels in the Village at Carolina Place 
13180 Dorman Road 
Pineville, NC 28134	 	SNH CHS Properties Trust	 	$	145,350	 
	84	 	SNH NC Tenant LLC	 	Morningside of Raleigh 
801 Dixie Trail 
Raleigh, NC 27607	 	SNH/LTA Properties Trust	 	$	137,700	 
	85	 	SNH AL Wilmington Tenant Inc.	 	Morningside of Wilmington 
2744 South 17th Street 
Wilmington, NC 28412	 	SNH Wilmington LLC	 	$	148,410	 
	86a	 	SNH NC Tenant LLC	 	Landing at Parkwood 
1720 Parkwood Boulevard 
Wilson, NC 27893-2167	 	SNH/LTA Properties Trust	 	$	96,390	 
	86b	 	SNH NC Tenant LLC	 	Parkwood Village 
1730 Parkwood Boulevard 
Wilson, NC 27893-3564	 	SNH/LTA SE Wilson LLC	 	$	96,390	 



 






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	No.	 	Company	 	Community	 	Owner	 	2021 Target

 Invested 

Capital	 
	87	 	SNH OHIO Tenant LLC	 	Forum at Knightsbridge (including Healthcare Center at the Forum) 
4590 and 4625 Knightsbridge Boulevard 
Columbus, OH 43214	 	SNH FM Financing LLC	 	$	431,460	 
	88	 	SNH AL TRS, Inc.	 	The Forum at Town Center 
8709 S.E. Causey Avenue 
Happy Valley, OR 97086	 	SNH AL AIMO, Inc.	 	$	486,540	 
	89	 	SNH Penn Tenant LLC	 	Franciscan Manor 
71 Darlington Road 
Beaver Falls, PA 15010	 	SNH/LTA Properties Trust	 	$	157,590	 
	90	 	SNH Penn Tenant LLC	 	NewSeasons at New Britain 
800 Manor Drive 
Chalfont, PA 18914	 	SNH NS Properties Trust	 	$	148,410	 
	91	 	SNH Penn Tenant LLC	 	Clarks Summit Senior Living 
950 Morgan Highway 
Clarks Summit, PA 18411	 	SNH NS Properties Trust	 	$	174,420	 
	92	 	SNH Penn Tenant LLC	 	Tiffany Court at Kingston 
700 Northampton Street 
Kingston, PA 18704	 	SNH NS Properties Trust	 	$	165,240	 
	93	 	SNH Penn Tenant LLC	 	Overlook Green 
5250 Meadowgreen Drive 
Whitehall, PA 15236	 	SNH/LTA Properties Trust	 	$	183,600	 
	94	 	SNH SC Tenant LLC	 	Morningside of Anderson 
1304 McLees Road 
Anderson, SC 29621	 	SNH/LTA Properties Trust	 	$	67,320	 
	95	 	SNH SE SG Tenant LLC	 	The Palms of Mt. Pleasant 
937 Bowman Road 
Mount Pleasant, SC 29464	 	SNH SE SG LLC	 	$	370,260	 
	96	 	SNH SE Tenant TRS, Inc.	 	Fieldstone Place 
51 Patel Way 
Clarkesville, TN 37043	 	SNH SE Properties Trust	 	$	156,060	 
	97	 	SNH Park Place Tenant I LLC	 	Park Place of Fountain City 
5405 Colonial Circle and 3030 
Holbrook Drive 
Knoxville, TN 37918	 	SNH Park Place I Inc.	 	$	102,510	 
	98	 	SNH Park Place Tenant II LLC	 	Park Place of West Knoxville 
10914 Kingston Pike 
Knoxville, TN 37934	 	SNH Park Place II Inc.	 	$	126,990	 
	99	 	SNH Tellico Tenant LLC	 	The Neighborhood at Tellico Village 
100 Chatuga Drive West 
Loudon, TN 37774	 	SNH Tellico Trust	 	$	263,160	 
	100	 	SNH TENN Tenant LLC	 	Morningside of Belmont 
1710 Magnolia Boulevard 
Nashville, TN 37212	 	SNH/LTA Properties Trust	 	$	174,420	 
	101	 	SNH SE Tenant TRS, Inc.	 	The Gardens of Bellaire 
4620 Bellaire Boulevard 
Bellaire, TX 77401	 	SPTMRT Properties Trust	 	$	215,730	 
	102	 	SNH Longhorn Tenant LLC	 	Heritage Place at Boerne 
120 Crosspoint Drive 
Boerne, TX 78006	 	SNH/LTA Properties Trust	 	$	76,500	 
	103	 	SNH Longhorn Tenant LLC	 	Five Star Premier Residences of Dallas 
5455 La Sierra Drive 
Dallas, TX 75231	 	SNH IL Properties Trust	 	$	218,790	 
	104	 	SNH Longhorn Tenant LLC	 	The Forum at Park Lane (including Healthcare Center at the Forum at Park Lane) 
7831 (including 7827) Park Lane 
Dallas, TX 75225	 	CCC Financing I Trust	 	$	367,200	 




 






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	No.	 	Company	 	Community	 	Owner	 	2021 Target
 Invested 
 Capital	 
	105	 	SNH Longhorn Tenant LLC	 	Heritage Place at Fredericksburg 
96 E. Frederick Road 
Fredericksburg, TX 78624	 	SNH/LTA Properties Trust	 	$	100,980	 
	106	 	SNH Longhorn Tenant LLC	 	The Forum at Memorial Woods (including The Forum at Memorial Woods Healthcare Center) 
777 (including 801) North Post Oak Road 
Houston, TX 77024	 	SNH/LTA Properties Trust	 	$	628,830	 
	107	 	SNH SE Tenant TRS, Inc.	 	Gateway Gardens and Villa 
605 Gateway Central and 601 Steve Hawkins Parkway 
Marble Falls, TX 78654	 	SNH SE Properties Trust	 	$	119,340	 
	108	 	SNH Longhorn Tenant LLC	 	Overture at Plano 
500 Coit Road 
Plano, TX 75075	 	SNH SE Properties Trust	 	$	255,510	 
	109	 	SNH Longhorn Tenant LLC	 	The Forum at Lincoln Heights 
311 West Nottingham 
San Antonio, TX 78209	 	SNH FM Financing LLC	 	$	402,390	 
	110-111	 	SNH Longhorn Tenant LLC	 	The Haven and The Laurels in Stone Oak 
511 and 575 Knights Cross Drive 
San Antonio, TX 78258	 	SNH/LTA Properties Trust	 	$	235,620	 
	112	 	SNH Longhorn Tenant LLC	 	The Forum at the Woodlands 
5055 W. Panther Creek Drive 
Woodlands, TX 77381	 	SNH FM Financing LLC	 	$	538,560	 
	113	 	SNH VA Tenant LLC	 	Morningside of Charlottesville 
491 Crestwood Drive 
Charlottesville, VA 22903	 	SNH FM Financing LLC	 	$	153,000	 
	114	 	SNH VA Tenant LLC	 	The Reserve at Greenbrier 
1005 Elysian Place 
Chesapeake, VA 23320-2989	 	SNH/LTA Properties Trust	 	$	261,630	 
	115	 	SNH VA Tenant LLC	 	Morningside of Bellgrade 
2800 Polo Parkway 
Midlothian, VA 23113	 	SNH/LTA Properties Trust	 	$	179,010	 
	116	 	SNH VA Tenant LLC	 	Talbot Park 
6311 Granby Street 
Norfolk, VA 23505-4454	 	SNH/LTA Properties Trust	 	$	172,890	 
	117	 	SNH VA Tenant LLC	 	Morningside in the West End (including Morningside at Skipwith (West End)) 
3000 Skipwith Road 
Richmond, VA 23294	 	SNH/LTA Properties Trust	 	$	133,110	 
	118	 	SNH SE Tenant TRS, Inc.	 	The Gardens of Virginia Beach 
5620 Wesleyan Drive 
Virginia Beach, VA 23455	 	SPTMRT Properties Trust	 	$	171,360	 
	119	 	SNH SE Tenant TRS, Inc.	 	Coventry Village 
7707 N. Brookline Drive, 7710 S. Brookline Drive, and 7839, 7841, 7843 and 7915-7924 Courtyard Drive 
Madison, WI 53719	 	SNH SE Properties Trust	 	$	269,280	 
	120	 	SNH WIS Tenant LLC	 	Manorpointe-Oak Creek Independent Senior Apartments and Meadowmere/Mitchell Manor-Oak Creek Assisted Living (including Manorpointe Apartments, Meadowmere – Oak Creek and Mitchell Manor Oak Creek) 
700 East Stonegate Drive, 701 East Puetz Road & 8740 S. Oak Park Drive 
Oak Creek, WI 53154	 	SPTMNR Properties Trust	 	$	226,440	 




 






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