Exhibit 10.53


AMENDED AND RESTATED GUARANTY AGREEMENT


THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Agreement”) is entered
into as of October 1, 2006 by FIVE STAR QUALITY CARE,
INC., a Maryland corporation  (the “Guarantor”),
for the benefit of SENIOR HOUSING PROPERTIES
TRUST, a Maryland real estate investment trust (together with its
successors and assigns, “SNH”), and HRES1 PROPERTIES TRUST, a
Maryland real estate investment trust (together with its successors and
assigns, the “Landlord” and, together with SNH, collectively, the “Beneficiaries”).


W  I  T  N  E
S  S  E  T  H :


WHEREAS, pursuant to a Master Lease Agreement, dated as of
March 3, 2006 (as amended to date, the “Original Lease”), the Landlord
leased to FS PATRIOT LLC and FS COMMONWEALTH LLC, each a Maryland limited
liability company, jointly and severally (the “Tenant”) certain real
property, together with certain related improvements and personal property, as
more particularly described in the Original Lease; and


WHEREAS, the Guarantor and the Beneficiaries are
parties to that certain Guaranty Agreement, dated as of March 3, 2006 (the “Original
Guaranty”), executed in connection with the Original Lease; and


WHEREAS, Landlord and Tenant have entered into
that certain Amended and Restated Master Lease Agreement, dated as of the date
hereof (the “New Lease”), which amends and restates the Original Lease
in its entirety; and


WHEREAS, the Guarantor and the Beneficiaries wish to amend and restate the Original
Guaranty to clarify that the Guarantor guarantees all of the payment and
performance obligations of the Tenant with respect to the New Lease;


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the mutual receipt and legal sufficiency of which
are hereby acknowledged, the Guarantor hereby agrees as follows:


1.             Certain Terms.  Capitalized terms used and not otherwise
defined in this Agreement shall have the meanings ascribed to such terms in the
New Lease.  The New Lease and the
Incidental Documents are herein collectively referred to as the “Transaction
Documents.”













2.             Guaranteed Obligations.  For purposes of this Agreement, the term “Guaranteed
Obligations” shall mean (i) the payment and performance of each and every
obligation of the Tenant to the Landlord under the Transaction Documents or
relating thereto, whether now existing or hereafter arising, and including,
without limitation, the payment of the full amount of the Rent payable under
the New Lease and (ii) the repayment to the Landlord and its Affiliated Persons
of any and all amounts from time to time advanced or incurred by the Landlord
or such Affiliated Persons in connection with any guaranty or other agreement
provided by the Landlord or such Affiliated Persons to any Governmental Agency
to facilitate the licensing of any Facility located upon the Leased Property.


3.             Representations and Covenants.  The Guarantor represents, warrants,
covenants, and agrees that:


3.1  Incorporation
of Representations and Warranties.  The representations and warranties of the
Tenant and its Affiliated Persons set forth in the Transaction Documents are
true and correct on and as of the date hereof in all material respects.


3.2  Performance
of Covenants and Agreements. 
The Guarantor hereby agrees to take all lawful action in its power to
cause the Tenant duly and punctually to perform all of the covenants and
agreements set forth in the Transaction Documents.


3.3   Validity of Agreement.  The Guarantor has duly and validly executed
and delivered this Agreement; this Agreement constitutes the legal, valid and
binding obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms, except as the enforceability thereof may be subject
to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium
and other laws relating to or affecting creditors’ rights generally and subject
to general equitable principles, regardless of whether enforceability is
considered in a proceeding at law or in equity; and the execution, delivery and
performance of this Agreement have been duly authorized by all requisite action
of the Guarantor and such execution, delivery and performance by the Guarantor
will not result in any breach of the terms, conditions or provisions of, or
conflict with or constitute a default under, or result in the creation of any
lien, charge or encumbrance upon any of the property or assets of the Guarantor
pursuant to the terms of, any indenture, mortgage, deed of trust, note, other
evidence of indebtedness, agreement or other instrument to which it may be a
party or by which it or any of its property or assets may be bound, or violate
any provision of law, or any applicable order, 



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writ, injunction,
judgment or decree of any court or any order or other public regulation of any
governmental commission, bureau or administrative agency.


3.4  Payment
of Expenses.  The
Guarantor agrees, as principal obligor and not as guarantor only, to pay to the
Beneficiaries forthwith, upon demand, in immediately available federal funds,
all costs and expenses (including reasonable attorneys’ fees and disbursements)
incurred or expended by the Beneficiaries in connection with the enforcement of
this Agreement, together with interest on amounts recoverable under this
Agreement from the time such amounts become due until payment at the Overdue
Rate.  The Guarantor’s covenants and
agreements set forth in this Section 3.4 shall survive the termination
of this Agreement.


3.5   Notices.  The Guarantor shall promptly give notice to
the Beneficiaries of any event known to it which might reasonably result in a
material adverse change in its financial condition.


3.6  Reports.  The Guarantor shall promptly provide to the
Landlord each of the financial reports, certificates and other documents
required of it under the Transaction Documents.


3.7  Books
and Records.  The
Guarantor shall at all times keep proper books of record and account in which
full, true and correct entries shall be made of its transactions in accordance
with generally accepted accounting principles and shall set aside on its books
from its earnings for each fiscal year all such proper reserves, including
reserves for depreciation, depletion, obsolescence and amortization of its
properties during such fiscal year, as shall be required in accordance with
generally accepted accounting principles, consistently applied, in connection
with its business.  The Guarantor shall
permit access by the Beneficiaries and their agents to the books and records
maintained by the Guarantor during normal business hours and upon reasonable
notice.  Any proprietary information
obtained by Landlord with respect to the Guarantor pursuant to the provisions
of this Agreement shall be treated as confidential, except that such
information may be disclosed or used, subject to appropriate confidentiality
safeguards, pursuant to any court order or in any litigation between the
parties and except further that Landlord may disclose such information to its
prospective lenders, provided that Landlord shall direct such lenders to
maintain such information as confidential.



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3.8  Taxes,
Etc.  The Guarantor shall
pay and discharge promptly as they become due and payable all taxes,
assessments and other governmental charges or levies imposed upon the Guarantor
or the income of the Guarantor or upon any of the property, real, personal or
mixed, of the Guarantor, or upon any part thereof, as well as all claims of any
kind (including claims for labor, materials and supplies) which, if unpaid,
might by law become a lien or charge upon any property and result in a material
adverse change in the financial condition of the Guarantor; provided, however,
that the Guarantor shall not be required to pay any such tax, assessment,
charge, levy or claim if the amount, applicability or validity thereof shall
currently be contested in good faith by appropriate proceedings or other
appropriate actions promptly initiated and diligently conducted and if the
Guarantor shall have set aside on its books such reserves of the Guarantor, if
any, with respect thereto as are required by generally accepted accounting
principles.


3.9  Legal
Existence of Guarantor. The Guarantor shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
legal existence.


3.10  Compliance.  The Guarantor shall use reasonable business
efforts to comply in all material respects with all applicable statutes, rules,
regulations and orders of, and all applicable restrictions imposed by, all
governmental authorities in respect of the conduct of its business and the
ownership of its property (including, without limitation, applicable statutes,
rules, regulations, orders and restrictions relating to environmental, safety
and other similar standards or controls).


3.11  Insurance.  The Guarantor shall maintain, with financially
sound and reputable insurers, insurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by
owners of established reputation engaged in the same or similar businesses and
similarly situated, in such amounts and by such methods as shall be customary
for such owners and deemed adequate by the Guarantor.


3.12  No Change in Control.  The Guarantor shall not permit the occurrence
of any direct or indirect Change in Control of either or both of the Entities
comprising the Tenant or the Guarantor.


4.             Guarantee. 
The Guarantor hereby unconditionally guarantees that the Guaranteed
Obligations which are monetary obligations shall be paid in full when due and
payable, whether 



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upon demand, at the stated or accelerated maturity
thereof pursuant to any Transaction Document, or otherwise, and that the
Guaranteed Obligations which are performance obligations shall be fully
performed at the times and in the manner such performance is required by the
Transaction Documents.  With respect to
the Guaranteed Obligations which are monetary obligations, this guarantee is a
guarantee of payment and not of collectibility and is absolute and in no way
conditional or contingent.  In case any
part of the Guaranteed Obligations shall not have been paid when due and
payable or performed at the time performance is required, the Guarantor shall,
in the case of monetary obligations, within five (5) Business Days after
receipt of notice from the applicable Beneficiary, pay or cause to be paid to
such Beneficiary the amount thereof as is then due and payable and unpaid
(including interest and other charges, if any, due thereon through the date of
payment in accordance with the applicable provisions of the Transaction
Documents) or, in the case of nonmonetary obligations, perform or cause to be
performed such obligations in accordance with the Transaction Documents.


5.             Set-Off.  The Guarantor hereby authorizes the Landlord, at any
time and without notice to set off the whole or any portion or portions of any
or all sums credited by or due from the Landlord to it against amounts payable
under this Agreement.  The Landlord shall
promptly notify the Guarantor of any such set-off made by the Landlord and the
application made by the Landlord of the proceeds thereof.


6.             Unenforceability of
Guaranteed Obligations, Etc.  If the Tenant
is for any reason under no legal obligation to discharge any of the Guaranteed
Obligations (other than because the same have been previously discharged in accordance
with the terms of the Transaction Documents), or if any other moneys included
in the Guaranteed Obligations have become unrecoverable from the Tenant by
operation of law or for any other reason, including, without limitation, the
invalidity or irregularity in whole or in part of any Guaranteed Obligation or
of any Transaction Document or any limitation on the liability of the Tenant
thereunder not contemplated by the Transaction Documents or any limitation on
the method or terms of payment thereunder which may now or hereafter be caused
or imposed in any manner whatsoever, the guarantees contained in this Agreement
shall nevertheless remain in full force and effect and shall be binding upon
the Guarantor to the same extent as if the Guarantor at all times had been the
principal debtor on all such Guaranteed Obligations.



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7.             Additional Guarantees. 
This Agreement shall be in addition to any other guarantee or other
security for the Guaranteed Obligations and it shall not be prejudiced or
rendered unenforceable by the invalidity of any such other guarantee or
security or by any waiver, amendment, release or modification thereof.


8.             Consents and Waivers,
Etc.  The Guarantor hereby acknowledges receipt of
correct and complete copies of each of the Transaction Documents, and consents
to all of the terms and provisions thereof, as the same may be from time to
time hereafter amended or changed in accordance with the terms and conditions
thereof, and, except as otherwise provided herein, to the maximum extent permitted
by applicable law, waives (a) presentment, demand for payment, and protest of
nonpayment, of any principal of or interest on any of the Guaranteed
Obligations, (b) notice of acceptance of this Agreement and of diligence,
presentment, demand and protest, (c) notice of any default hereunder and any
default, breach or nonperformance or Event of Default under any of the
Guaranteed Obligations or the Transaction Documents, (d) notice of the terms,
time and place of any private or public sale of any collateral held as security
for the Guaranteed Obligations, (e) demand for performance or observance of,
and any enforcement of any provision of, or any pursuit or exhaustion of rights
or remedies against the Tenant or any other guarantor of the Guaranteed Obligations,
under or pursuant to the Transaction Documents, or any agreement directly or
indirectly relating thereto and any requirements of diligence or promptness on
the part of the holders of the Guaranteed Obligations in connection therewith,
and (f) to the extent the Guarantor lawfully may do so, any and all demands and
notices of every kind and description with respect to the foregoing or which
may be required to be given by any statute or rule of law and any defense of
any kind which it may now or hereafter have with respect to this Agreement, or
any of the Transaction Documents or the Guaranteed Obligations (other than that
the same have been discharged in accordance with the Transaction Documents).


9.             No Impairment, Etc. 
The obligations, covenants, agreements and duties of the Guarantor under
this Agreement shall not be affected or impaired by any assignment or transfer
in whole or in part of any of the Guaranteed Obligations without notice to the
Guarantor, or any waiver by either Beneficiary or any holder of any of the
Guaranteed Obligations or by the holders of all of the Guaranteed Obligations
of the performance or observance by the Tenant or any other guarantor of any of
the agreements, covenants, terms or conditions contained in the 



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Guaranteed Obligations or the Transaction Documents or
any indulgence in or the extension of the time for payment by the Tenant or any
other guarantor of any amounts payable under or in connection with the
Guaranteed Obligations or the Transaction Documents or any other instrument or
agreement relating to the Guaranteed Obligations or of the time for performance
by the Tenant or any other guarantor of any other obligations under or arising
out of any of the foregoing or the extension or renewal thereof (except that with
respect to any extension of time for payment or performance of any of the
Guaranteed Obligations granted by the Landlord or any other holder of such
Guaranteed Obligations to the Tenant, the Guarantor’s obligations to pay or
perform such Guaranteed Obligation shall be subject to the same extension of
time for performance), or the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Tenant or any other
guarantor set forth in any of the foregoing, or the voluntary or involuntary
sale or other disposition of all or substantially all the assets of the Tenant
or any other guarantor or insolvency, bankruptcy, or other similar proceedings
affecting the Tenant or any other guarantor or any assets of the Tenant or any
such other guarantor, or the release or discharge of the Tenant or any such
other guarantor from the performance or observance of any agreement, covenant,
term or condition contained in any of the foregoing without the consent of the
holders of the Guaranteed Obligations by operation of law, or any other cause,
whether similar or dissimilar to the foregoing.


10.          Reimbursement,
Subrogation, Etc.  The Guarantor hereby covenants
and agrees that it will not enforce or otherwise exercise any rights of reimbursement,
subrogation, contribution or other similar rights against the Tenant (or any
other person against whom the Landlord may proceed) with respect to the
Guaranteed Obligations prior to the payment in full of all amounts owing with
respect to the New Lease, and until all indebtedness of the Tenant to the
Landlord shall have been paid in full, the Guarantor shall not have any right
of subrogation, and the Guarantor waives any defense it may have based upon any
election of remedies by the Landlord which destroys its subrogation rights or
its rights to proceed against the Tenant for reimbursement, including, without
limitation, any loss of rights the Guarantor may suffer by reason of any
rights, powers or remedies of the Tenant in connection with any anti-deficiency
laws or any other laws limiting, qualifying or discharging the indebtedness to
the Landlord.  Until all obligations of
the Tenant pursuant to the Transaction Documents shall have been paid and
satisfied in full, the Guarantor further waives any right to enforce any remedy
which the Landlord now has or may in 



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the future have against the Tenant, any other
guarantor or any other person and any benefit of, or any right to participate
in, any security whatsoever now or in the future held by the Landlord.


11.          Defeasance.  This Agreement shall terminate at such time as the Guaranteed
Obligations have been paid and performed in full and all other obligations of
the Guarantor to the Beneficiaries under this Agreement have been satisfied in
full; provided, however, if at any time, all or any part of any
payment applied on account of the Guaranteed Obligations is or must be
rescinded or returned for any reason whatsoever (including, without limitation,
the insolvency, bankruptcy or reorganization of any of the Entities comprising
the Tenant), this Agreement, to the extent such payment is or must be rescinded
or returned, shall be deemed to have continued in existence notwithstanding any
such termination.


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


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


	
  

  	
  (c)

  	
  All such notices shall be addressed,

  
	
   

  	
   

  	
   

  
	
   

  	
  if to either Beneficiary:

  
	
   

  	
   

  
	
   

  	
   

  	
  Senior Housing
  Properties Trust

  
	
   

  	
   

  	
  400 Centre
  Street

  
	
   

  	
   

  	
  Newton,
  Massachusetts 02458

  
	
   

  	
   

  	
  Attn: Mr. David
  J. Hegarty

  
	
   

  	
   

  	
  [Telecopier No.
  (617) 796-8349]

  



 



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  if to the Guarantor to:

  
	
   

  	
   

  
	
   

  	
   

  	
  Five Star Quality Care, Inc.

  
	
   

  	
   

  	
  400 Centre
  Street

  
	
   

  	
   

  	
  Newton,
  Massachusetts 02458

  
	
   

  	
   

  	
  Attn: Mr. Evrett
  W. Benton

  
	
   

  	
   

  	
  [Telecopier No.
  (617) 796-8385]

  



 


(d)  By notice
given as herein provided, the parties hereto and their respective successors
and assigns shall have the right from time to time and at any time during the
term of this Agreement to change their respective addresses effective upon
receipt by the other parties of such notice and each shall have the right to
specify as its address any other address within the United States of America.


13.          Successors and Assigns. 
Whenever in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns of such party,
including without limitation the holders, from time to time, of the Guaranteed
Obligations; and all representations, warranties, covenants and agreements by
or on behalf of the Guarantor which are contained in this Agreement shall inure
to the benefit of the Landlord’s successors and assigns, including without
limitation said holders, whether so expressed or not.


14.          Applicable Law. 
Except as to matters regarding the internal affairs of the Beneficiaries
and issues of or limitations on any personal liability of the shareholders and
trustees of the Beneficiaries for obligations of the Beneficiaries, as to which
the laws of the State of Maryland shall govern, this Agreement, the Transaction
Documents and any other instruments executed and delivered to evidence,
complete or perfect the transactions contemplated hereby and thereby shall be
interpreted, construed, applied and enforced in accordance with the laws of The
Commonwealth of Massachusetts applicable to contracts between residents of
Massachusetts which are to be performed entirely within Massachusetts,
regardless of (i) where any such instrument is executed or delivered; or (ii)
where any payment or other performance required by any such instrument is made
or required to be made; or (iii) where any breach of any provision of any such
instrument occurs, or any cause of action otherwise accrues; or (iv) where any
action or other proceeding is instituted or pending; or (v) the nationality,
citizenship, domicile, principal place of business, or jurisdiction of
organization or domestication of any party; or (vi) whether the laws of the
forum jurisdiction otherwise would apply the laws of a jurisdiction other than
The 



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Commonwealth of Massachusetts; or (vii) any
combination of the foregoing.


15.          Arbitration.  Either Beneficiary or the Guarantor may elect to submit to
arbitration any dispute hereunder that has an amount in controversy in excess
of $250,000.  Any such arbitration shall
be conducted in Boston, Massachusetts in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then pertaining and
the decision of the arbitrators with respect to such dispute shall be binding,
final and conclusive on the parties.


In the event that any such dispute is submitted to arbitration
hereunder, the applicable Beneficiary and the Guarantor shall each appoint and
pay all fees of a fit and impartial person as arbitrator with at least ten (10)
years’ recent professional experience in the general subject matter of the
dispute.  Notice of such appointment
shall be sent in writing by each party to the other, and the arbitrators so
appointed, in the event of their failure to agree within thirty (30) days after
the appointment of the second arbitrator upon the matter so submitted, shall
appoint a third arbitrator.  If either
the Landlord or the Guarantor shall fail to appoint an arbitrator as aforesaid
for a period of twenty (20) days after written notice from the other party to
make such appointment, then the arbitrator appointed by the party having made
such appointment shall appoint a second arbitrator and the two (2) so appointed
shall, in the event of their failure to agree upon any decision within thirty
(30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a
third arbitrator within forty five (45) days after the appointment of the
second arbitrator, then such third arbitrator shall be appointed by the
American Arbitration Association from its qualified panel of arbitrators, and
shall be a person having at least ten (10) years’ recent professional
experience as to the subject matter in question.  The fees of the third arbitrator and the
expenses incident to the proceedings shall be borne equally between the
applicable Beneficiary and the Guarantor, unless the arbitrators decide
otherwise.  The fees of respective
counsel engaged by the parties, and the fees of expert witnesses and other
witnesses called for the parties, shall be paid by the respective party
engaging such counsel or calling or engaging such witnesses.


The decision of the arbitrators shall be rendered within thirty (30)
days after appointment of the third arbitrator. 
Such decision shall be in writing and in duplicate, one counterpart
thereof to be delivered to the applicable Beneficiary and one to the
Guarantor.  A judgment of a court of 



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competent jurisdiction may be entered upon the award
of the arbitrators in accordance with the rules and statutes applicable thereto
then obtaining.


The Landlord and
the Guarantor acknowledge and agree that, to the extent any such dispute shall
involve any Manager and be subject to arbitration pursuant to such Manager’s
Management Agreement, the Landlord and the Guarantor shall cooperate to
consolidate any such arbitration hereunder and under such Management Agreement
into a single proceeding.


16.          Modification of
Agreement.  No modification or waiver of any provision of
this Agreement, nor any consent to any departure by the Guarantor therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Beneficiaries, and such modification, waiver or consent shall be
effective only in the specific instances and for the purpose for which given.  No notice to or demand on the Guarantor in
any case shall entitle the Guarantor to any other or further notice or demand
in the same, similar or other circumstances. 
This Agreement may not be amended except by an instrument in writing
executed by or on behalf of the party against whom enforcement of such
amendment is sought.


17.          Waiver of Rights by the
Beneficiaries.  Neither any failure nor any delay on the
Beneficiaries’ part in exercising any right, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise or the exercise of any
other right, power or privilege.


18.          Severability. 
In case any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby, but this Agreement shall be
reformed and construed and enforced to the maximum extent permitted by
applicable law.


19.          Entire Contract. 
This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and shall supersede and take
the place of any other instruments purporting to be an agreement of the parties
hereto relating to the subject matter hereof.


20.          Headings; Counterparts. 
Headings in this Agreement are for purposes of reference only and shall
not limit or otherwise affect the meaning hereof.  This Agreement may be executed in any number
of counterparts, each of which shall be 



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an original, but all of which together shall
constitute one instrument, and in pleading or proving any provision of this
Agreement, it shall not be necessary to produce more than one of such counterparts.


21.          Remedies Cumulative. 
No remedy herein conferred upon the Beneficiaries is intended to be
exclusive of any other remedy, and each and every remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.


22.          NON-LIABILITY OF
TRUSTEES. THE
DECLARATION OF TRUST ESTABLISHING THE BENEFICIARIES, COPIES OF WHICH, TOGETHER
WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), ARE DULY FILED WITH THE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT
THE NAMES “SNH PROPERTIES TRUST” AND “HRES1 PROPERTIES TRUST” REFER TO THE
TRUSTEES UNDER THE DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY
OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF
EITHER BENEFICIARY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, SUCH BENEFICIARY.  ALL PERSONS DEALING WITH THE BENEFICIARIES,
IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE BENEFICIARIES FOR THE PAYMENT
OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


WITNESS
the execution hereof under seal as of the date above first written.


	
  

  	
   

  	
  FIVE STAR QUALITY CARE, INC.,

  
	
   

  	
   

  	
  a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Evrett W.
  Benton

  
	
   

  	
   

  	
  By: Evrett W.
  Benton

  
	
   

  	
   

  	
  Its: President

  



 



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