Exhibit 10.55


AMENDED AND RESTATED PLEDGE AGREEMENT


THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is entered into
as of October 1, 2006 by FSQ, INC.,
a Delaware corporation (the “Pledgor”), for the benefit of HRES1 PROPERTIES TRUST, a Maryland real
estate investment trust (together with its respective successors and assigns,
the “Secured Party”).


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 Secured
Party leased to FS PATRIOT LLC and FS COMMONWEALTH LLC, each a Maryland limited
liability company, jointly and severally (the “Tenant”) certain premises
as more particularly described in the Original Lease, subject to and upon the
terms and conditions set forth in the Original Lease; and


WHEREAS, the Pledgor and the Secured Party are
parties to that certain Pledge Agreement, dated as of March 3, 2006 (the “Original
Pledge Agreement”), executed in connection with the Original Lease; and


WHEREAS, the Secured Party and the 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, pursuant to an Amended and Restated Guaranty
Agreement, dated as of the date hereof (the “New Guaranty”), Five Star
Quality Care, Inc., a Maryland corporation, being Pledgor’s parent (the “Guarantor”),
guaranteed to the Secured Party the payment and performance of all of the
obligations of the Tenant to the Secured Party with respect to the New Lease
and other related documents, subject to and upon the terms and conditions set
forth therein; and


WHEREAS, the New Lease provides that any assignment or
transfer of the Tenant’s interest under the New Lease shall be subject to such
assignee’s or transferee’s delivery to the Secured Party of a pledge of all of
the stock, partnership, membership or other ownership interests of such
assignee or other transferee, which pledge shall be in form and substance
satisfactory to Landlord in its sole discretion; and


WHEREAS, the Pledgor and the Secured Party wish to amend and restate the Original Pledge
Agreement in its entirety;













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, and in accordance with the provisions of the New
Lease, the Pledgor hereby agrees as follows:


Section 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, the New Guaranty and the other Incidental Documents are
herein collectively referred to as the “Transaction Documents”.


Section 2. 
Pledge.  The Pledgor hereby pledges to the Secured
Party all of the membership interests in each of the Entities comprising Tenant
(the “Pledged Interests”) and all other shares of stock, shares of
beneficial interest, membership interests or other ownership interests in each
of the Entities comprising Tenant in which the Pledgor may have rights from
time to time and any other securities or other investment property and other
collateral of the Pledgor now owned or hereafter acquired which under this
Agreement are required to be pledged to the Secured Party, and in each case,
all certificates representing such Pledged Interests or other investment
property or collateral, and all rights, options, warrants, stock or other
securities or other property which may hereafter be received, receivable or
distributed in respect of the Pledged Interests, together with all proceeds of
the foregoing, including, without limitation, all dividends, cash, notes,
securities or other property from time to time acquired, receivable or
otherwise distributed in respect of, or in exchange for, the foregoing, (the
Pledged Interests and any additional securities or collateral pledged
hereunder, collectively, the “Pledged Collateral”), and the Pledgor
hereby grants to the Secured Party a security interest in all of the Pledged
Collateral and the proceeds thereof as security for the due and punctual
payment and performance of the Secured Obligations (as hereinafter defined).


Pledgor’s membership interests in the Tenant are not evidenced by any
certificates or other instruments.  If in
the future Pledgor possesses or controls any certificates or other instruments
representing the Pledged Collateral, Pledgor shall immediately and without
notice deliver the same to the Secured Party together with undated stock powers
endorsed in blank, as security for the payment and performance of all of the
Secured Obligations.



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Section 3. 
Secured Obligations.  For purposes
of this Agreement, the term “Secured Obligations” shall mean the payment
and performance of each and every obligation of the Tenant and the Guarantor
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.


Section 4. 
Representations of the Pledgor.  Pledgor
covenants that the Pledged Interests are duly and validly pledged to the
Secured Party in accordance with law and Pledgor shall warrant and defend the
Secured Party’s right, title and security interest in and to the Pledged
Interests against the claims and demands of all persons whomsoever. Pledgor
represents and warrants to the Secured Party that Pledgor has good and
marketable title to all the Pledged Interests pledged by it hereunder, free and
clear of all claims, mortgages, pledges, liens, security interests and other
encumbrances of every nature whatsoever; that the Pledged Interests are not
subject to any restriction on transfer contained in the Certificates of
Formation, Limited Liability Company Agreements or any other charter documents
of any of the Entities comprising the Tenant or in any agreement or instrument
to which any of the Entities comprising the Tenant or Pledgor is a party or by
which any of the Entities comprising the Tenant or Pledgor is bound which would
prohibit or restrict the pledge of the Pledged Interests hereunder or the
disposition thereof upon default hereunder; that all of the Pledged Interests
have been duly and validly issued and are fully paid for and nonassessable; and
that the Pledged Interests constitute all of the presently issued and
outstanding shares of the membership interests of each of the Entities
comprising the Tenant.


Section 5. 
Covenants of the Pledgor.  Pledgor
hereby covenants and agrees that it shall not sell, convey or otherwise dispose
of any of the Pledged Collateral nor create, incur or permit to exist any
pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever
with respect to any of the Pledged Collateral or the proceeds thereof, other
than the liens on and security interests in the Pledged Collateral created
hereby.  Pledgor further covenants and
agrees that it shall not consent to or approve the admission of any new member
in either of the Entities comprising the Tenant.  Pledgor further covenants and agrees that,
until the Secured Obligations are paid in full, Pledgor shall not change the
state of its organization or its name without providing the Secured Party with
thirty (30) days’ prior written notice and making all filings and taking all
such other actions as the Secured Party



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determines are necessary or appropriate to continue or
perfect the security interest granted hereunder.


Section 6. 
Filing of Financing Statements, Etc. 
Pledgor authorizes the Secured Party to file from time to time one or
more financing statements describing the Pledged Collateral. Pledgor will
cooperate with the Secured Party at its request from time to time in obtaining
control agreements in form and substance reasonably satisfactory to the Secured
Party with respect to any collateral investment property, deposit accounts, or
other Pledged Collateral as to which the Secured Party determines such
agreements are necessary or appropriate to perfect the security interest
granted hereunder.


Section 7. 
Distributions, Etc.  Upon the
dissolution, winding up, liquidation or reorganization of any Entity comprising
Tenant, whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of any Entity comprising Tenant, if any sum shall be
paid or any property shall be distributed upon or with respect to any of the
Pledged Collateral, such sum shall be paid over to the Secured Party, to be
held as collateral security for the Secured Obligations.  If any dividend shall be declared on any of
the Pledged Collateral (excluding cash dividends), or any share of beneficial
interest or fraction thereof shall be issued pursuant to any split of
beneficial interests involving any of the Pledged Collateral, or any
distribution of capital shall be made on any of the Pledged Collateral, or any
property shall be distributed upon or with respect to the Pledged Collateral
pursuant to recapitalization or reclassification of the capital of any Entity
comprising Tenant, the shares or other property so distributed shall be
delivered to the Secured Party to be held as collateral security for the
Secured Obligations.


Section 8. 
Event of Default.  For purposes
of this Agreement, the term “Event of Default” shall mean (a) the
occurrence of an Event of Default under the Transaction Documents; (b) the
failure of the Guarantor to comply with any of its covenants or obligations
under the New Guaranty and the continuation thereof for a period of ten (10)
Business Days after written notice thereof; (c) the failure of Pledgor to
comply with any of its covenants or obligations under this Agreement and the
continuation thereof for a period of ten (10) Business Days after written
notice thereof; or (d) any representation or warranty contained herein or made
by Pledgor in connection herewith shall prove to have been false or misleading
in any material respect when made.



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Section 9. 
Remedies.  (a)
Upon the occurrence and during the continuance of an Event of Default, the
Secured Party may cause all or any of the Pledged Collateral to be transferred
into its name or into the name of its nominee or nominees, subject to the
provisions of the Uniform Commercial Code or other applicable law.


(b)           Upon
the occurrence and during the continuance of an Event of Default, the Secured
Party shall be entitled to exercise the voting power with respect to the
Pledged Collateral, to receive and retain, as collateral security for the
Secured Obligations, any and all dividends or other distributions at any time
and from time to time declared or made upon any of the Pledged Collateral, and
to exercise any and all such rights of payment, conversion, exchange,
subscription or any other rights, privileges or options pertaining to the
Pledged Collateral as if it were the absolute owner thereof, including, without
limitation, all such rights under the Certificates of Formation, Limited
Liability Company Agreements or any other charter documents of any Entity
comprising Tenant, and further including, without limitation, the right to
exchange, at its discretion, any and all of the Pledged Collateral upon the
merger, consolidation, reorganization, recapitalization or other readjustment
of such Entity, upon the exercise of any such right, privilege or option
pertaining to the Pledged Collateral, and in connection therewith, to deposit
and deliver any and all of the Pledged Collateral with any committee,
depositary, transfer agent, registrar or other designated agency upon such
terms and conditions as the Secured Party may determine.


(c)           Upon
the occurrence and during the continuance of an Event of Default, the Secured
Party shall have all of the rights and remedies of a secured party under the
Uniform Commercial Code or other applicable law and shall have the right to
sell, resell, assign and deliver all or any of the Pledged Collateral in one or
more parcels at any exchange or broker’s board or at public or private
sale.  The Secured Party shall give
Pledgor at least ten (10) days’ prior written notice of the time and place of
any public sale thereof or of the time after which any private sale or any
other intended disposition thereof is to be made.  Any such notice shall be deemed to meet any
requirement hereunder or under any applicable law (including the Uniform
Commercial Code) that reasonable notification be given of the time and place of
such sale or other disposition.  Such
notice may be given without any demand of performance or other demand, all such
demands being hereby expressly waived by the Pledgor to the extent permitted by
applicable law.  All such sales shall be



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at such commercially reasonable price or prices as the
Secured Party shall deem best and either for cash or on credit or for future
delivery (without assuming any responsibility for credit risk).  At any such sale or sales, the Secured Party
may purchase any or all of the Pledged Collateral to be sold thereat upon such
terms as the Secured Party may deem best. 
Upon any such sale or sales, the Pledged Collateral so purchased shall
be held by the purchaser absolutely free from any claims or rights of any kind
or nature of the Pledgor, including any equity of redemption and any similar
rights, all such equity of redemption and any similar rights being hereby
expressly waived and released by the Pledgor to the extent permitted by
applicable law.  In the event any
consent, approval or authorization of any governmental agency will be necessary
to effectuate any such sale or sales, the Pledgor shall execute, and hereby
agrees to cause the applicable Entity comprising Tenant to execute, all such
applications or other instruments as may be required.  The proceeds of any such sale or sales,
together with any other additional collateral security at the time received and
held hereunder, shall be received and applied: 
first, to the payment of all costs and expenses of such sale,
including attorneys’ fees; and second, to the payment of the Secured
Obligations in such order of priority as the Secured Party shall reasonably
determine; and any surplus thereafter remaining shall be paid to the Pledgor or
to whomever may be legally entitled thereto (including, if applicable, any
subordinated creditor of Pledgor).


Pledgor recognizes that the Secured Party may be unable to effect a
public sale of all or a part of the Pledged Collateral by reason of certain
prohibitions contained in the Securities Act of 1933, and may be compelled to
resort to one or more private sales to a restricted group of purchasers who
will be obliged to agree, among other things, to acquire such Pledged
Collateral for their own accounts, for investment and not with a view to the
distribution or resale thereof.  Pledgor
agrees that private sales so made may be at prices and upon other terms less
favorable to the seller than if such Pledged Collateral were sold at public
sales, and that the Secured Party shall have no obligation to delay sale of any
such Pledged Collateral for the period of time necessary to permit such Pledged
Collateral to be registered for public sale under the Securities Act of 1933.
Pledgor agrees that private sales made under the foregoing circumstances may be
deemed to have been made in a commercially reasonable manner.  Nothing herein shall be deemed to require the
Pledgor to effect a registration of the Pledged Collateral under the Securities
Act of 1933.



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(d)           Upon
the occurrence and during the continuance of any Event of Default, the Secured
Party, in its discretion, may demand, sue for and/or collect any money or
property at any time due, payable or receivable, to which it may be entitled
hereunder, on account of or in exchange for any of the Pledged Collateral.  Upon the occurrence and during the
continuance of any Event of Default, the Secured Party shall further have the
right, for and in the name, place and stead of Pledgor, to execute
endorsements, assignments, or other instruments of conveyance or transfer with
respect to all or any of the Pledged Collateral.


(e)           The
Secured Party shall not be obligated to do any of the acts hereinabove
authorized and in the event that the Secured Party elects to do any such act,
the Secured Party shall not be responsible to Pledgor, other than for
negligence or willful misconduct.


(f)            The Secured Party
shall have no obligation to marshal any assets in favor of Pledgor, or against
or in payment of the Secured Obligations or any other obligation owed to the
Secured Party by Pledgor or any other person.


Section 10. 
Rights of Secured Party.  No course of
dealing between Pledgor and the Secured Party nor any failure to exercise, nor
any delay in exercising, on the part of the Secured Party, any right, power or
privilege hereunder or under any of the Secured Obligations, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided and
provided under any of the Secured Obligations are cumulative and are in addition
to, and not exclusive of, any rights or remedies provided by law, including,
without limitation, the rights and remedies of a Secured Party under the
Uniform Commercial Code.


Section 11. 
Assignment, Etc.  No waiver by
the Secured Party or by any other holder of Secured Obligations of any default
shall be effective unless in writing nor operate as a waiver of any other
default or of the same default on a future occasion.  In the event of a sale or assignment by the
Secured Party of its interests under the Transaction Documents, the Secured
Party may assign or transfer its rights and interests under this Agreement in
whole or in part to the purchaser or assignee of such interests, whereupon such
purchaser or purchasers shall become vested with all of the powers and rights
given to the Secured Party hereunder, and the Secured Party



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shall thereafter be forever released and fully
discharged from any liability or responsibility thereafter arising hereunder
with respect to the rights and interests so assigned.


Section 12. 
Duty of Secured Party.  Beyond the
exercise of reasonable care to assure the safe custody of the Pledged
Collateral while held hereunder, the Secured Party shall have no duty or
liability to collect any sums due in respect thereof or to protect or preserve
rights pertaining thereto, and shall be relieved of all responsibility for the
Pledged Collateral upon surrendering the same to Pledgor.


Section 13. 
Waivers, Etc.  To the extent
permitted by applicable law, Pledgor, on its own behalf and on behalf of its
successors and assigns, hereby waives presentment, demand, payment, notice of
dishonor, protest and, except as otherwise provided herein, all other demands
and notices in connection with this Agreement or the enforcement of the rights
of the Secured Party hereunder or in connection with any Secured
Obligations.  The Secured Party may
release, supersede, exchange or modify any collateral security it may from time
to time hold and release, surrender or modify the liability of any third party
without giving notice hereunder to Pledgor. 
The Secured Party shall be under no duty to exhaust its rights against
any such collateral security or any such third party before realizing on the
Pledged Collateral.  Such modifications,
changes, renewals, releases or other actions shall in no way affect Pledgor’s
obligations hereunder.


Pledgor further waives any right it may have under the Constitution of
the Commonwealth of Massachusetts (or under the constitution of any other state
in which the any of the Pledged Collateral may be located), or under the
Constitution of the United States of America, to notice (except for notice
specifically required hereby) or to a judicial hearing prior to the exercise of
any right or remedy provided by this Agreement to the Secured Party, and waives
its rights, if any, to set aside or invalidate any sale duly consummated in
accordance with the foregoing provisions hereof on the grounds (if such be the
case) that the sale was consummated without a prior judicial hearing. PLEDGOR’S
WAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY
AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITS
ATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.


Section 14. 
Further Assurances as to Collateral; Attorney-in-Fact. 
From time to time hereafter, Pledgor shall execute and deliver, or will
cause to be executed and delivered, such 



 8
 









additional instruments, certificates or documents
(including, without limitation, financing statements, renewal statements,
collateral assignments and other security documents), and shall take all such
actions, as the Secured Party may reasonably request, for the purposes of
implementing or effectuating the provisions of this Agreement or of more fully
perfecting or renewing the Secured Party’s rights with respect to the Pledged
Collateral (or with respect to any additions thereto or replacements or
proceeds thereof or with respect to any other property or assets hereafter
acquired by the Pledgor which may be deemed to be a part of the Pledged
Collateral) pursuant hereto and thereto. 
The Secured Party is hereby appointed the attorney-in-fact, with full
power of substitution, of Pledgor for the purpose of carrying out the
provisions of this Agreement and taking any action, including, without
limitation, executing, delivering and filing applications, certificates,
instruments and other documents and papers with governmental authorities, and
executing any instruments, including without limitation, assignments, conveyances
and transfers which are required to be taken or executed by Pledgor under this
Agreement, on its behalf and in its name which appointment is coupled with an
interest, is irrevocable and durable and shall survive the subsequent
dissolution, disability or incapacity of the Pledgor.


Section 15. 
Notices.  (a)
Any and all notices, demands, consents, approvals, offers, elections and other
communications required or permitted under this Agreement shall be deemed
adequately given if in writing and the same shall be delivered either in hand,
by telecopier with electronic confirmation of receipt, or by mail or Federal
Express or similar expedited commercial carrier, addressed to the recipient of
the notice, postpaid and registered or certified with return receipt requested
(if by mail), or with all freight charges prepaid (if by Federal Express or
similar carrier).


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



 9
 









(c)           All such notices shall be addressed,


	
   

  	
  if to the Secured Party to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o HRES1
  Properties Trust400 Centre Street

  	
   

  
	
   

  	
   

  	
  Newton,
  Massachusetts 02458

  	
   

  
	
   

  	
   

  	
  Attn: President

  	
   

  
	
   

  	
   

  	
  [Telecopier No.
  (617) 796-8349]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  if to Pledgor
  to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o FSQ, INC.

  	
   

  
	
   

  	
   

  	
  400 Centre
  Street

  	
   

  
	
   

  	
   

  	
  Newton,
  Massachusetts 02458

  	
   

  
	
   

  	
   

  	
  Attn: President

  	
   

  
	
   

  	
   

  	
  [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 or to such other address as the party to
whom such notice is directed may have designated in writing to the other
parties hereto.


Section 16. 
Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, and the term “Secured Party” shall
be deemed to include any other holder or holders of any of the Secured
Obligations.  Where the context so
permits or requires, terms defined herein in the singular number shall include
the plural, and in the plural number, the singular.  This Agreement may be executed in any number
of counterparts and by the different parties on separate counterparts, each of
which, when so executed and delivered, shall be an original and all of which
shall together constitute one and the same agreement.


Section 17. 
Reinstatement.  This
Agreement shall continue to be effective, or be reinstated, as the case may be,
if at any time any amount received by the Secured Party in respect of the
Pledged Collateral is rescinded or must otherwise be restored or returned by
the Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of Pledgor or upon the appointment of any intervenor or
conservator of, or trustee



 10
 









or similar official for the Pledgor or any substantial
part of its or property, or otherwise, all as though such payments had not been
made.


Section 18. 
Restrictions on Transfer.  To the extent
that any restrictions imposed by the Certificates of Formation, Limited
Liability Company Agreements or any other charter documents of any Entity
comprising Tenant or any other document or instrument would in any way affect
or impair the pledge of the Pledged Collateral hereunder or the exercise by the
Secured Party of any right granted hereunder including, without limitation, the
right of the Secured Party to dispose of the Pledged Collateral upon the
occurrence of any Event of Default, Pledgor hereby waives such restrictions,
and Pledgor hereby agrees that it will take any action which the Secured Party
may reasonably request in order that the Secured Party may obtain and enjoy the
full rights and benefits granted to the Secured Party by this Agreement free of
any such restrictions.


Section 19. 
Applicable Law.  This
Agreement 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 Commonwealth of Massachusetts; or (vii) any combination of the foregoing.


Section 20. 
Arbitration.  The Secured
Party or Pledgor may elect to submit any dispute hereunder that has an amount
in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in
Boston, Massachusetts in accordance with the Commercial Arbitration Rules of
the American Association then pertaining and the decision of the arbitrators
with respect to such dispute shall be binding, final and conclusive on the
parties.



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In the event the Secured Party or Pledgor shall elect to submit any
such dispute to arbitration hereunder, the Secured Party and Pledgor 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 Secured Party or Pledgor 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 Secured
Party and Pledgor, 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 Secured Party and one to Pledgor.  A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance
with the rules and statutes applicable thereto then obtaining.


The Secured Party and Pledgor 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 Secured Party and Pledgor
shall cooperate to consolidate any such arbitration hereunder and under such
Management Agreement into a single proceeding.



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Section 21. 
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.


Section 22. 
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.


Section 23. 
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 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.


Section 24. 
Nonliability of Trustees.  THE
DECLARATION OF TRUST ESTABLISHING THE SECURED PARTY, A COPY OF WHICH, TOGETHER
WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS DULY FILED WITH THE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT
THE NAME “HRES1 PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER SUCH DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE SECURED PARTY SHALL BE
HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR
CLAIM AGAINST, THE SECURED PARTY.  ALL
PERSONS DEALING WITH THE SECURED PARTY, IN ANY WAY, SHALL LOOK ONLY TO THE
ASSETS OF THE SECURED PARTY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF
ANY OBLIGATION.



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


	
   

  	
   

  	
  PLEDGOR:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FSQ,
  INC.

  	
   

  
	
   

  	
   

  	
  a Delaware
  corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Evrett W. Benton

  	
   

  
	
   

  	
   

  	
  By: Evrett W.
  Benton

  	
   

  
	
   

  	
   

  	
  Its: President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECURED
  PARTY:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HRES1
  PROPERTIES TRUST,

  	
   

  
	
   

  	
   

  	
  a Maryland real estate investment trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David J. Hegarty

  	
   

  
	
   

  	
   

  	
  By: David J.
  Hegarty

  	
   

  
	
   

  	
   

  	
  Its: President

  	
   

  



 



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