**Exhibit 10.15**

 

**AMENDED AND RESTATED GUARANTY AGREEMENT**

**(****LEASE NO. 4****)**

 

**THISAMENDED AND RESTATED GUARANTY AGREEMENT** (this “Guaranty”) is entered into as of August4, 2009 by **FIVE STAR QUALITY CARE, INC.**,a Maryland corporation****(“Guarantor”),for the benefit of **CCOP SENIOR LIVING LLC**,a Delaware limited liability company, **SNH CHSPROPERTIES TRUST,**a Maryland real estate investment trust, **SNH NS PROPERTIES TRUST,** a Maryland realestate investment trust, **SNH SOMERFORDPROPERTIES TRUST,**a Maryland real estate investment trust, **SNH/LTA PROPERTIES GA LLC**, a Marylandlimited liability company, **SNH/LTA PROPERTIESTRUST**, a Maryland real estate investment trust, and **SPTIHS PROPERTIES TRUST**, a Maryland realestate investment trust (collectively, “Landlord”).

 

**W****ITNESSETH :**

 

**WHEREAS,** Guarantor andLandlord and certain affiliates of Landlord are parties to those certain Amended and Restated GuarantyAgreements, dated as of June 30, 2008 and July 1, 2008 (collectively,the “Original Guarantees”); and

 

**WHEREAS,** the Original Guarantees guarantee all ofthe payment and performance obligations of the tenants under those certainAmended and Restated Lease Agreements, dated as of June 30, 2008 and July 1,2008, as further described in the Original Guarantees (collectively, the “OriginalLeases”); and

 

**WHEREAS,**the landlordsand tenants under the Original Leases are conveying their interests in certainof the properties demised thereunder and, in connection therewith, they andcertain of their affiliates are amending and restating the Original Leases intoseparate leases (collectively, the “Restated Leases”); and

 

**WHEREAS**, in connection with the execution anddelivery of the Restated Leases, Guarantor, Landlord andcertain affiliates of Landlord have agreed to amend and restate the OriginalGuarantees into separate guarantees that will each guaranty all of the paymentand performance obligations of each tenant under a Restated Lease; and

 

**WHEREAS**, this Guarantyamends and restates the Original Guarantees with respect to that certainAmended and Restated Lease Agreement, dated as of the date hereof, betweenLandlord and FiveStar Quality Care — NS Tenant, LLC, a Maryland limited liability company, FiveStar Quality Care Trust, a Maryland business trust and FS Tenant Holding CompanyTrust**,**a Maryland business trust(collectively, “Tenant”) (as the same may be

 

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amended, modified orsupplemented from time to time, the “Amended Lease No. 4”);

 

**NOW, THEREFORE**, in consideration of the foregoing and forother good and valuable consideration, the mutual receipt and legal sufficiencyof which are hereby acknowledged, Guarantor hereby agrees as follows:

 

1.             **CertainTerms.**  Capitalized termsused and not otherwise defined in this Guaranty shall have the meaningsascribed to such terms in the Amended Lease No. 4.  The Amended Lease No. 4 and theIncidental Documents are hereinafter collectively referred to as the “AmendedLease No. 4 Documents”.

 

2.             **GuaranteedObligations.**  For purposesof this Guaranty the term “Guaranteed Obligations” shall mean thepayment and performance of each and every obligation of Tenant to Landlordunder the Amended Lease No. 4 Documents or relating thereto, whether nowexisting or hereafter arising, and including, without limitation, the paymentof the full amount of the Rent payable under the Amended Lease No. 4.

 

3.             **Representationsand Covenants.**  Guarantorrepresents, warrants, covenants, and agrees that:

 

3.1  **Incorporation ofRepresentations and Warranties. **The representations and warranties of Tenant and its AffiliatedPersons set forth in the Amended Lease No. 4 Documents are true andcorrect on and as of the date hereof in all material respects.

 

3.2  **Performance of Covenantsand Agreements.**  Guarantorhereby agrees to take all lawful action in its power to cause Tenant duly andpunctually to perform all of the covenants and agreements set forth in theAmended Lease No. 4 Documents.

 

3.3  **Validity of Agreement.**  Guarantor has duly and validly executed anddelivered this Guaranty; this Guaranty constitutes the legal, valid and bindingobligation of Guarantor, enforceable against Guarantor in accordance with itsterms, except as the enforceability thereof may be subject to bankruptcy,fraudulent conveyance, insolvency, reorganization, moratorium and other laws relatingto or affecting creditors’ rights generally and subject to general equitableprinciples, regardless of whether enforceability is considered in a proceedingat law or in equity; and the execution, delivery and performance of thisGuaranty have been duly authorized by all requisite action of Guarantor andsuch execution, delivery and performance by Guarantor will not result in anybreach of the

 

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terms,conditions or provisions of, or conflict with or constitute a default under, orresult in the creation of any lien, charge or encumbrance upon any of theproperty or assets of Guarantor pursuant to the terms of, any indenture,mortgage, deed of trust, note, other evidence of indebtedness, agreement orother instrument to which it may be a party or by which it or any of itsproperty or assets may be bound, or violate any provision of law, or anyapplicable order, writ, injunction, judgment or decree of any court or anyorder or other public regulation of any governmental commission, bureau oradministrative agency.

 

3.4  **Payment of Expenses.**  Guarantor agrees, as principal obligor andnot as guarantor only, to pay to Landlord forthwith, upon demand, inimmediately available federal funds, all costs and expenses (includingreasonable attorneys’ fees and disbursements) incurred or expended by Landlordin connection with the enforcement of this Guaranty, together with interest onamounts recoverable under this Guaranty from the time such amounts become due untilpayment at the Overdue Rate.  Guarantor’scovenants and agreements set forth in this Section 3.4 shallsurvive the termination of this Guaranty.

 

3.5  **Notices.**  Guarantor shall promptly give notice toLandlord of any event known to it which might reasonably result in a materialadverse change in its financial condition.

 

3.6  **Reports.**  Guarantor shall promptly provide to Landlordeach of the financial reports, certificates and other documents required of itunder the Amended Lease No. 4 Documents.

 

3.7  **Books and Records.**  Guarantor shall at all times keep properbooks of record and account in which full, true and correct entries shall bemade of its transactions in accordance with generally accepted accountingprinciples and shall set aside on its books from its earnings for each fiscalyear all such proper reserves, including reserves for depreciation, depletion,obsolescence and amortization of its properties during such fiscal year, asshall be required in accordance with generally accepted accounting principles,consistently applied, in connection with its business.  Guarantor shall permit access by Landlord andits agents to the books and records maintained by Guarantor during normalbusiness hours and upon reasonable notice. Any proprietary information obtained by Landlord with respect toGuarantor pursuant to the provisions of this Guaranty shall be treated asconfidential, except that such information may be disclosed or used, subject toappropriate confidentiality safeguards, pursuant to any court order or in anylitigation

 

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betweenthe parties and except further that Landlord may disclose such information toits prospective lenders, provided that Landlord shall direct such lenders tomaintain such information as confidential.

 

3.8  **Taxes, Etc.**  Guarantor shall pay and discharge promptly asthey become due and payable all taxes, assessments and other governmentalcharges or levies imposed upon Guarantor or the income of Guarantor or upon anyof the property, real, personal or mixed, of Guarantor, or upon any partthereof, 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 chargeupon any property and result in a material adverse change in the financialcondition of Guarantor; provided, however, that Guarantor shallnot be required to pay any such tax, assessment, charge, levy or claim if theamount, applicability or validity thereof shall currently be contested in goodfaith by appropriate proceedings or other appropriate actions promptlyinitiated and diligently conducted and if Guarantor shall have set aside on itsbooks such reserves of Guarantor, if any, with respect thereto as are requiredby generally accepted accounting principles.

 

3.9  **Legal Existence ofGuarantor.**  Guarantorshall do or cause to be done all things necessary to preserve and keep in fullforce and effect its legal existence.

 

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

 

3.11  **Insurance.**  Guarantor shall maintain, with financiallysound and reputable insurers, insurance with respect to its properties andbusiness against loss or damage of the kinds customarily insured against byowners of established reputation engaged in the same or similar businesses andsimilarly situated, in such amounts and by such methods as shall be customaryfor such owners and deemed adequate by Guarantor.

 

3.12  **No Change in Control.**  Guarantor shall not permit the occurrence ofany direct or indirect Change in Control of Tenant or Guarantor.

 

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4.             **Guarantee****.**  Guarantor hereby unconditionally guaranteesthat the Guaranteed Obligations which are monetary obligations shall be paid infull when due and payable, whether upon demand, at the stated or acceleratedmaturity thereof pursuant to any Amended Lease No. 4 Document, orotherwise, and that the Guaranteed Obligations which are performanceobligations shall be fully performed at the times and in the manner suchperformance is required by the Amended Lease No. 4 Documents.  With respect to the Guaranteed Obligationswhich are monetary obligations, this guarantee is a guarantee of payment andnot of collectability and is absolute and in no way conditional orcontingent.  In case any part of theGuaranteed Obligations shall not have been paid when due and payable orperformed at the time performance is required, Guarantor shall, in the case ofmonetary obligations, within five (5) Business Days after receipt ofnotice from Landlord, pay or cause to be paid to Landlord the amount thereof asis then due and payable and unpaid (including interest and other charges, ifany, due thereon through the date of payment in accordance with the applicableprovisions of the Amended Lease No. 4 Documents) or, in the case ofnon-monetary obligations, perform or cause to be performed such obligations inaccordance with the Amended Lease No. 4 Documents.

 

5.             **Set-Off****.**  Guarantor hereby authorizes Landlord, at anytime and without notice, to set off the whole or any portion or portions of anyor all sums credited by or due from Landlord to it against amounts payableunder this Guaranty.  Landlord shallpromptly notify Guarantor of any such set-off made by Landlord and theapplication made by Landlord of the proceeds thereof.

 

6.             **Unenforceability of GuaranteedObligations, Etc.**  IfTenant is for any reason under no legal obligation to discharge any of theGuaranteed Obligations (other than because the same have been previouslydischarged in accordance with the terms of the Amended Lease No. 4Documents), or if any other moneys included in the Guaranteed Obligations havebecome unrecoverable from Tenant by operation of law or for any other reason,including, without limitation, the invalidity or irregularity in whole or inpart of any Guaranteed Obligation or of any Transaction Document or anylimitation on the liability of Tenant thereunder not contemplated by theAmended Lease No. 4 Documents or any limitation on the method or terms ofpayment thereunder which may now or hereafter be caused or imposed in anymanner whatsoever, the guarantees contained in this Guaranty shall neverthelessremain in full force and effect and shall be binding upon Guarantor to the sameextent as if Guarantor at all times had been the principal debtor on all suchGuaranteed Obligations.

 

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7.             **Additional Guarantees****.**  This Guaranty shall be in addition to anyother guarantee or other security for the Guaranteed Obligations and it shallnot be prejudiced or rendered unenforceable by the invalidity of any such otherguarantee or security or by any waiver, amendment, release or modificationthereof.

 

8.             **Consents and Waivers, Etc.**  Guarantor hereby acknowledges receipt ofcorrect and complete copies of each of the Amended Lease No. 4 Documents,and consents to all of the terms and provisions thereof, as the same may befrom time to time hereafter amended or changed in accordance with the terms andconditions thereof, and, except as otherwise provided herein, to the maximumextent permitted by applicable law, waives (a) presentment, demand forpayment, and protest of nonpayment, of any principal of or interest on any ofthe Guaranteed Obligations, (b) notice of acceptance of this Guaranty andof diligence, presentment, demand and protest, (c) notice of any defaulthereunder and any default, breach or nonperformance or Event of Default underany of the Guaranteed Obligations or the Amended Lease No. 4 Documents, (d) noticeof the terms, time and place of any private or public sale of any collateralheld as security for the Guaranteed Obligations, (e) demand forperformance or observance of, and any enforcement of any provision of, or anypursuit or exhaustion of rights or remedies against Tenant or any otherguarantor of the Guaranteed Obligations, under or pursuant to the Amended LeaseNo. 4 Documents, or any agreement directly or indirectly relating theretoand any requirements of diligence or promptness on the part of the holders ofthe Guaranteed Obligations in connection therewith, and (f) to the extentGuarantor lawfully may do so, any and all demands and notices of every kind anddescription with respect to the foregoing or which may be required to be givenby any statute or rule of law and any defense of any kind which it may nowor hereafter have with respect to this Guaranty, or any of the Amended Lease No. 4Documents or the Guaranteed Obligations (other than that the same have beendischarged in accordance with the Amended Lease No. 4 Documents).

 

9.             **No Impairment, Etc.**  The obligations, covenants, agreements andduties of Guarantor under this Guaranty shall not be affected or impaired byany assignment or transfer in whole or in part of any of the GuaranteedObligations without notice to Guarantor, or any waiver by Landlord or anyholder of any of the Guaranteed Obligations or by the holders of all of theGuaranteed Obligations of the performance or observance by Tenant or any otherguarantor of any of the agreements, covenants, terms or conditions contained inthe Guaranteed

 

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Obligations or the AmendedLease No. 4 Documents or any indulgence in or the extension of the timefor payment by Tenant or any other guarantor of any amounts payable under or inconnection with the Guaranteed Obligations or the Amended Lease No. 4Documents or any other instrument or agreement relating to the GuaranteedObligations or of the time for performance by Tenant or any other guarantor ofany other obligations under or arising out of any of the foregoing or theextension or renewal thereof (except that with respect to any extension of timefor payment or performance of any of the Guaranteed Obligations granted byLandlord or any other holder of such Guaranteed Obligations to Tenant,Guarantor’s obligations to pay or perform such Guaranteed Obligation shall besubject to the same extension of time for performance), or the modification oramendment (whether material or otherwise) of any duty, agreement or obligationof Tenant or any other guarantor set forth in any of the foregoing, or thevoluntary or involuntary sale or other disposition of all or substantially allof the assets of Tenant or any other guarantor or insolvency, bankruptcy, orother similar proceedings affecting Tenant or any other guarantor or any assetsof Tenant or any such other guarantor, or the release or discharge of Tenant orany such other guarantor from the performance or observance of any agreement,covenant, term or condition contained in any of the foregoing without theconsent of the holders of the Guaranteed Obligations by operation of law, orany other cause, whether similar or dissimilar to the foregoing.

 

10.           **Reimbursement, Subrogation, Etc.**  Guarantor hereby covenants and agrees that itwill not enforce or otherwise exercise any rights of reimbursement,subrogation, contribution or other similar rights against Tenant (or any otherperson against whom Landlord may proceed) with respect to the GuaranteedObligations prior to the payment in full of all amounts owing with respect tothe Amended Lease No. 4 Documents, and until all indebtedness of Tenant toLandlord shall have been paid in full, Guarantor shall not have any right ofsubrogation, and Guarantor waives any defense it may have based upon anyelection of remedies by Landlord which destroys its subrogation rights or itsrights to proceed against Tenant for reimbursement, including, withoutlimitation, any loss of rights Guarantor may suffer by reason of any rights,powers or remedies of Tenant in connection with any anti-deficiency laws or anyother laws limiting, qualifying or discharging the indebtedness toLandlord.  Until all obligations ofTenant pursuant to the Amended Lease No. 4 Documents shall have been paidand satisfied in full, Guarantor further waives any right to enforce any remedywhich Landlord now has or may in the future have against Tenant, any otherguarantor or any other person and any benefit

 

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of, or any right toparticipate in, any security whatsoever now or in the future held by Landlord.

 

11.           **Defeasance****.**  This Guaranty shallterminate at such time as the Guaranteed Obligations have been paid andperformed in full and all other obligations of Guarantor to Landlord under thisGuaranty have been satisfied in full; provided, however, if atany time, all or any part of any payment applied on account of the GuaranteedObligations is or must be rescinded or returned for any reason whatsoever(including, without limitation, the insolvency, bankruptcy or reorganization ofTenant), this Guaranty, to the extent such payment is or must be rescinded orreturned, shall be deemed to have continued in existence notwithstanding anysuch termination.

 

12.           **Notices.**

 

(a)  Any and allnotices, demands, consents, approvals, offers, elections and othercommunications required or permitted under this Guaranty shall be deemedadequately given if in writing and the same shall be delivered either in hand,by telecopier with written acknowledgment of receipt, or by mail or FederalExpress or similar expedited commercial carrier, addressed to the recipient ofthe notice, postpaid and registered or certified with return receipt requested(if by mail), or with all freight charges prepaid (if by Federal Express orsimilar carrier).

 

(b)  All noticesrequired or permitted to be sent hereunder shall be deemed to have been givenfor all purposes of this Guaranty upon the date of acknowledged receipt, in thecase of a notice by telecopier, and, in all other cases, upon the date ofreceipt or refusal, except that whenever under this Guaranty a notice is eitherreceived on a day which is not a Business Day or is required to be delivered onor before a specific day which is not a Business Day, the day of receipt orrequired delivery shall automatically be extended to the next Business Day.

 

(c)  All suchnotices shall be addressed,

 

if to Landlord to:

 

c/o Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts  02458

Attn:  Mr. DavidJ. Hegarty

[Telecopier No. (617) 796-8349]

 

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if to Guarantor to:

 

Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts  02458

Attn:  Mr. Bruce J. Mackey Jr.

[Telecopier No. (617) 796-8385]

 

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

 

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

 

14.           **Applicable Law****.**  Except as to matters regarding the internalaffairs of Landlord and issues of or limitations on any personal liability ofthe shareholders and trustees of Landlord for obligations of Landlord, as towhich the laws of the state of Landlord’s organization shall govern, thisGuaranty shall be interpreted, construed, applied and enforced in accordancewith the laws of The Commonwealth of Massachusetts applicable to contractsbetween residents of Massachusetts which are to be performed entirely withinMassachusetts, regardless of (a) where any such instrument is executed ordelivered; or (b) where any payment or other performance required by anysuch instrument is made or required to be made; or (c) where any breach ofany provision of any such instrument occurs, or any cause of action otherwiseaccrues; or (d) where any action or other proceeding is instituted orpending; or (e) the nationality, citizenship, domicile, principal place ofbusiness, or jurisdiction of organization or domestication of any party; or (f) whetherthe laws of the forum jurisdiction otherwise would apply the laws of ajurisdiction other than The Commonwealth of Massachusetts; or (g) anycombination of the foregoing.

 

## 15.           **Disputes**.  Any disputes, claims or controversies betweenor among the parties hereto arising out of or relating 

 

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## to this Guaranty or the transactions contemplated hereby, includingdisputes, claims or controversies relating to the meaning, interpretation,effect, validity, performance or enforcement of this Guaranty (all of which arereferred to as “Disputes”) or relating in any way to such a Dispute orDisputes, shall on the demand of any party to such Dispute be resolved throughbinding and final arbitration in accordance with the Commercial Arbitration Rules (the“Rules”) of the American Arbitration Association (“AAA”) then ineffect, except as modified herein.  Forthe avoidance of doubt, a Dispute shall include a Dispute made derivatively onbehalf of one party against another party.

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## There shall be threearbitrators.  If there are (a) onlytwo parties to the Dispute, each party shall select one arbitrator withinfifteen days after receipt by respondent of a copy of the demand forarbitration and (b) more than two parties to the Dispute, all claimants,on the one hand, and all respondents, on the other hand, shall each select, bythe vote of a majority of the claimants or the respondents, as the case may be,one arbitrator.  The two party-nominatedarbitrators shall jointly nominate the third and presiding arbitrator withinfifteen days of the nomination of the second arbitrator.  If any arbitrator has not been nominated withinthe time limit specified herein, then the AAA shall provide a list of proposedarbitrators in accordance with the Rules, and the arbitrator shall be appointedby the AAA in accordance with a listing, striking and ranking procedure, witheach party having a limited number of strikes, excluding strikes forcause.  For the avoidance of doubt, thearbitrators appointed by the parties to such Dispute may be affiliates orinterested persons of such parties but the third arbitrator elected by theparty arbitrators or by the AAA shall be unaffiliated with either party.

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## The place of arbitrationshall be Boston, Massachusetts unless otherwise agreed by the parties.

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## There shall be only limiteddocumentary discovery of documents directly related to the issues in dispute,as may be ordered by the arbitrators.

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## In rendering an award ordecision (the “Arbitration Award”), the arbitrators shall be required tofollow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or ArbitrationAward rendered hereunder and the validity, effect and interpretation of thisarbitration agreement shall be governed by the Federal Arbitration Act, 9U.S.C. §1 et seq.  The Arbitration Awardshall be in writing and may, but shall not 

 

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## be required to, briefly state the findings offact and conclusions of law on which it is based.

##  

## Except to the extentexpressly provided by this Guaranty or as otherwise agreed between the parties,each party involved in a Dispute shall bear its own costs and expenses(including attorneys’ fees), and the arbitrators shall not render an award thatwould include shifting of any such costs or expenses (including attorneys’fees) or, in a derivative case or class action by a holder of any party, awardany portion of such party’s award to the claimant or the claimant’sattorneys.  Each party (or, if there aremore than two parties to the Dispute, all claimants, on the one hand, and allrespondents, on the other hand, respectively) shall bear the costs and expensesof its (or their) selected arbitrator and the parties (or, if there are morethan two parties to the Dispute, all claimants, on the one hand, and allrespondents, on the other hand) shall equally bear the costs and expenses ofthe third appointed arbitrator.

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## The Arbitration Award shallbe final and binding upon the parties thereto and shall be the sole andexclusive remedy between such parties relating to the Dispute, including anyclaims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Arbitration Award may beentered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to anycourt of competent jurisdiction may be made in connection with any question oflaw arising in the course of arbitration or with respect to any award madeexcept for actions relating to enforcement of this agreement to arbitrate orany arbitral award issued hereunder and except for actions seeking interim orother provisional relief in aid of arbitration proceedings in any court ofcompetent jurisdiction.

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## Any monetary award shall be made and payable in U.S.dollars free of any tax, deduction or offset. The party against which the Arbitration Award assesses a monetaryobligation shall pay that obligation on or before the thirtieth day followingthe date of the Arbitration Award or such other date as the Arbitration Awardmay provide.

##  

16.           **Modification of Agreement****.**  No modification or waiver of any provision ofthis Guaranty, nor any consent to any departure by Guarantor therefrom, shallin any event be effective unless the same shall be in writing and signed byLandlord, and such modification, waiver or consent shall be effective only inthe specific instances and for the purpose for which given.  No notice to or demand on Guarantor in anycase shall entitle Guarantor to any other or further notice or demand 

 

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in the same, similar orother circumstances.  This Guaranty maynot be amended except by an instrument in writing executed by or on behalf ofthe party against whom enforcement of such amendment is sought.

 

17.           **Waiver of Rights by Landlord****.**  Neither any failure nor any delay on Landlord’spart in exercising any right, power or privilege under this Guaranty shalloperate as a waiver thereof, nor shall a single or partial exercise thereofpreclude 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 provisionscontained in this Guaranty should be invalid, illegal or unenforceable in anyrespect, the validity, legality and enforceability of the remaining provisionscontained herein shall not in any way be affected or impaired thereby, but thisGuaranty shall be reformed and construed and enforced to the maximum extentpermitted by applicable law.

 

19.           **Entire Contract****.**  This Guaranty constitutes the entireagreement between the parties hereto with respect to the subject matter hereofand shall supersede and take the place of any other instruments purporting tobe an agreement of the parties hereto relating to the subject matter hereof.

 

20.           **Headings; Counterparts****.**  Headings in this Guaranty are for purposes ofreference only and shall not limit or otherwise affect the meaning hereof.  This Guaranty may be executed in any numberof counterparts, each of which shall be an original, but all of which togethershall constitute one instrument, and in pleading or proving any provision ofthis Guaranty, it shall not be necessary to produce more than one of suchcounterparts.

 

21.           **Remedies Cumulative****.**  No remedy herein conferred upon Landlord isintended to be exclusive of any other remedy, and each and every remedy shallbe cumulative and shall be in addition to every other remedy given hereunder ornow or hereafter existing at law or in equity or by statute or otherwise.

 

22.           **NON-LIABILITY OF TRUSTEES**. THE DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THELANDLORD, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY,THE “DECLARATIONS”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTSAND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIESREFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOTINDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEEOR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL 

 

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LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF,OR CLAIM AGAINST, SUCH ENTITIES.  ALLPERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETSOF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANYOBLIGATION.

 

23.           **Original Guarantees.**  Guarantor and Landlord acknowledge and agreethat this Guaranty amends and restates the Original Guarantees in theirentirety with respect to the Guaranteed Obligations and that this Guarantyshall govern the rights and obligations of Guarantor with respect to theGuaranteed Obligations from and after the date of this Guaranty.  Notwithstanding the foregoing, the OriginalGuarantees shall continue to govern the rights and obligations of Guarantorwith respect to the “Guaranteed Obligations” (as defined in the OriginalGuarantees) prior to the date of this Guaranty and nothing contained in thisGuaranty shall operate to release Guarantor from any such rights orobligations.

 

**[Remainder of page intentionally left blank.]**

 

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**WITNESS** the execution hereof under seal as of the dateabove first written.

 
|   | **FIVE  STAR QUALITY CARE, INC.** |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | /s/ Bruce J. Mackey Jr. |
|   |                              | Bruce J. Mackey Jr. |
|   |                              | President |

 

 

LANDLORDHEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS GUARANTY BY GUARANTOR ANDFURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTION 23 OF THISGUARANTY.

 

 
|   | **CCOP SENIOR LIVING LLC, SNH NS  PROPERTIES TRUST, SNH CHS PROPERTIES TRUST, SPTIHS PROPERTIES TRUST, SNH/LTA  PROPERTIES TRUST, SNH/LTA PROPERTIES GA LLC,**and **SNH SOMERFORD  PROPERTIES TRUST** |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                            |
|   | ** **                                                                                                                                                                                            |
|   | By:                                                                                                                                                                                                   | /s/ David J. Hegarty |
|   | ** **                                                                                                                                                                                            | David J. Hegarty |
|   | ** **                                                                                                                                                                                            | President of each of  the foregoing entities |

 

[SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTYAGREEMENT (LEASE NO. 4)]

 

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