**Exhibit 10.6**

 

**LEASE REALIGNMENT AGREEMENT**

** **

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

 

**RECITAL**

** **

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

 

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

 

Inaddition, to facilitate the Term Loan, certain of the Five Star Parties havebeen in negotiation with Citibank with respect to agreements and instruments tobe executed and delivered by them in connection therewith and with WachoviaBank, National Association (“Wachovia”) with respect to amendments totheir credit facility with Wachovia.

 

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Inconnection with all of the foregoing, the Parties have agreed to certainaccommodations to facilitate the Term Loan.

 

Now,therefore, the Parties agree:

 

# 1.                                       Execution and Delivery. Contemporaneously with the closing of the Term Loan, the Amended andRestated Leases, the First Amendment, the Amended and Restated SecurityAgreements, the Amended and Restated Subleases, the Amended and RestatedSubtenant Security Agreements, the Amended and Restated Guarantys, theTermination Agreements, the SASAs, bills of sale for the FF&E and all otheragreements, instruments and documents required in connection therewith will beexecuted and delivered by the SNH Parties and the Five Star Parties which areparties thereto in the forms agreed to by such Parties.

#  

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

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# 3.                                       Consideration. In consideration for the purchase and sale of the FF&E, the FVECommon Stock and certain other accommodations afforded the SNH Parties by theFVE Parties as contemplated by this Agreement and the other agreements,instruments and documents executed and delivered in connection with thetransactions contemplated hereby, and as reimbursement for certain internalcosts of the Five Star Parties, contemporaneously with the closing of the TermLoan, SNH will pay Five Star $18,600,000 in cash and effect the rent reductionprovided in Section 5 hereof.

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# 4.                                       Expenses.  Upon receiptof invoices and in addition to the payment provided in Section 3 hereof,SNH will pay all past and future out-of-pocket costs and expenses, includingattorney’s fees, incurred by the Five Star Parties in connection with orarising from the negotiation and closing of the transactions contemplated bythis Agreement (but not costs and expenses of continued maintenance orcompliance) and the other agreements, instruments and documents executed anddelivered in connection with the transactions contemplated hereby, includingall past and future costs and expenses in connection with or arising from theorganization (but not the continued maintenance) of additional subsidiaries andlicensing.

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

 

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# 6.                                       Uneconomic Properties. So long as the First Amendment is effective (as such amendment may beamended or modified from time to time), if the tenant under the Term Loan Leasereasonably determines that it is no longer economically practical to operate aMortgaged Property as it is then operated and desires to market such MortgagedProperty for sale or to replace such Mortgaged Property with another propertywhich is not then a Mortgaged Property, then upon notice to SNH with supportinginformation, to the extent SNH Financing may then do so in compliance with itscovenants under the Term Loan, and so long as SNH Financing would not besubject to any make-whole or similar payment, the landlord under the Term LoanLease will reasonably cooperate with the tenant and negotiate in good faithwith Citibank (or its successors) to permit such a sale or replacement of suchMortgaged Property, subject to any required prepayment of the Term Loan notbeing in excess of the sale proceeds if the Mortgaged Property is sold or, ifthe Mortgaged Property is to be replaced, to no prepayment being required, andto permit an amendment of the Term Loan Lease to reduce the Minimum Rent(defined in the Term Loan Lease) upon such sale, consistent with the terms ofthe Term Loan Lease as in effect immediately prior to the effectiveness of theFirst Amendment, or upon such replacement, to adjust the Minimum Rent, ifappropriate, on terms acceptable to the landlord and tenant.  To the extent such sale or replacement couldnot be done by SNH Financing in compliance with its covenants under the TermLoan, SNH Financing shall negotiate in good faith with Citibank (or itssuccessors) to obtain the consent of Citibank (or its successors) to such saleor replacement, subject to the other qualifications of the immediatelypreceding sentence.

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# 7.                                       Cooperation. Each of the Parties will use commercially reasonable efforts to take, orcause to be taken, all actions and to do, or cause to be done, all thingsnecessary, proper or advisable to consummate and make effective thetransactions contemplated by this Agreement and to cooperate with each other inconnection with the foregoing, whether before or after the closing of the TermLoan.  Additionally, the Five StarParties will timely provide the SNH Parties with information and documentationreflecting the historical cost basis of the Five Star Parties in the FF&E.

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

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

 

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

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# 11.                                 Representations and Warranties of FiveStar Parties.  The Five Star Parties represent and warrantto the SNH Parties that:

#  

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

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## (b)                                 Authorization. Each of the Five Star Parties has all requisite corporate, trust,limited liability company or limited partnership power and authority to executeand deliver this Agreement and the other agreements, documents or instrumentswhich it is required to execute and deliver in connection with this Agreementand the transactions contemplated hereby and to perform its respectiveobligations hereunder and thereunder. The execution and delivery by each of the Five Star Parties of thisAgreement and the other agreements, documents or instruments which they arerequired to execute and deliver in connection with this Agreement and thetransactions contemplated hereby and the consummation by each of thetransactions contemplated hereby have been duly authorized by all necessarycorporate, trust, limited liability company or limited partnership action.  This Agreement and the other agreements,documents or instruments required to be executed and delivered by each of theFive Star Parties in connection this Agreement and the transactions contemplatedhereby has been duly and validly executed and delivered by each of the FiveStar Parties party thereto and, assuming due authorization, execution anddelivery by each of the other Parties, constitutes the legal, valid and bindingobligation of such Five Star Parties, enforceable against each of the Five StarParties in accordance with its terms, except as such enforcement may be subjectto (i) bankruptcy, insolvency, reorganization, moratorium, fraudulenttransfer or other similar laws relating to creditors’ rights generally, (ii) generalprinciples of equity (whether applied in a proceeding at law or in equity) and (iii) anyimplied covenant of good faith and fair dealing.

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## (c)                                  No Violation. The execution and delivery by each of the Five Star Parties of thisAgreement and the agreements, documents or instruments required to be executedand delivered by them in connection with the transactions contemplated herebydoes not, and the consummation by each of them of the transactions contemplatedhereby will not, (i) conflict with, or result in any violation of ordefault under, any provision of the governing instruments of the Five StarParties; (ii) conflict with or result in any violation of or defaultunder, any law or judgment applicable to any such entity, or to which any oftheir respective properties are subject; or (iii) conflict with, or, withor without notice or the lapse of time, result in a breach, termination (orright of termination) or violation of or default under the terms of anyagreement, contract, indenture or other instrument to 

 

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

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## (d)                                 Approvals.  The executionand delivery by each of the Five Star Parties of this Agreement and theagreements, documents or instruments required to executed and delivered by themin connection with this Agreement and the other transactions contemplatedhereby and the consummation by it of the transactions contemplated hereby donot require the consent, approval, order, or authorization of any person underany agreement, contract, indenture or other instrument or laws to which anyFive Star Party is a party or subject or to which any of its respective propertiesare subject, and no declaration, filing or registration with any governmentalentity is required by any such entity in connection with the execution anddelivery of this Agreement and the consummation by it of the transactionscontemplated by this Agreement, except for consents which have been obtainedand filings required under securities laws.

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

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## (f)                                    Common Shares. The FVE Common Stock to be issued to SNH, when issued in accordance withthe terms of this Agreement, will be duly authorized, validly issued, fullypaid and non-assessable and not subject to any preemptive rights and issued incompliance with all applicable laws.  Asof the date of this Agreement and after giving effect to the issuance of theFVE Common Stock, the FVE Common Stock to be issued to SNH by Five Star willrepresent approximately 9.03% of the issued and outstanding shares of commonstock of Five Star.

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

#  

## (a)                                  Organization.  Each of theSNH Parties is duly organized, validlyexisting and in good standing under the laws of its jurisdiction ororganization and has full corporate, real estate investment trust, limitedliability company or limited partnership power and authority to conduct its businessas it is now being conducted and to own, operate or lease its properties andassets.

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## (b)                                 Authorization. Each of the SNH Parties has all requisite corporate, trust, limitedliability company or limited partnership power and authority to execute and deliverthis Agreement and the other agreements, documents or instruments which it isrequired to execute and deliver in connection with this Agreement and thetransactions contemplated hereby and to perform its respective obligationshereunder and thereunder.  The executionand delivery by each of the SNH Parties of this Agreement and the otheragreements, documents or instruments which they are required to execute anddeliver in connection with this Agreement and the transactions contemplatedhereby and the consummation by each of the transactions contemplated herebyhave been duly authorized by all necessary corporate, trust, limited liabilitycompany or limited partnership action. This Agreement and the other agreements, documents or instrumentsrequired to be executed and delivered by each of the SNH Parties in connectionthis 

 

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## Agreement and the transactions contemplated hereby hasbeen duly and validly executed and delivered by each of the SNH Parties partythereto and, assuming due authorization, execution and delivery by each of theother Parties, constitutes the legal, valid and binding obligation of such SNHParties, enforceable against each of the SNH Parties in accordance with itsterms, except as such enforcement may be subject to (i) bankruptcy,insolvency, reorganization, moratorium, fraudulent transfer or other similarlaws relating to creditors’ rights generally, (ii) general principles ofequity (whether applied in a proceeding at law or in equity) and (iii) anyimplied covenant of good faith and fair dealing.

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## (c)                                  No Violation. The execution and delivery by each of the SNH Parties of this Agreementand the agreements, documents or instruments required to be executed anddelivered by them in connection with the transactions contemplated hereby doesnot, and the consummation by each of them of the transactions contemplatedhereby will not, (i) conflict with, or result in any violation of ordefault under, any provision of the governing instruments of any of the SNHParties; (ii) conflict with or result in any violation of or defaultunder, any law or judgment applicable to any such entity, or to which any oftheir respective properties are subject; or (iii) conflict with, or, withor without notice or the lapse of time, result in a breach, termination (orright of termination) or violation of or default under the terms of anyagreement, contract, indenture or other instrument to which any such entity isa party or subject, or to which any of its respective properties are subject.

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## (d)                                 Approvals.  The executionand delivery by each of the SNH Parties of this Agreement and the agreements,documents or instruments required to executed and delivered by them inconnection with this Agreement and the other transactions contemplated herebyand the consummation by it of the transactions contemplated hereby do notrequire the consent, approval, order, or authorization of any person under anyagreement, contract, indenture or other instrument or laws to which any SNHParty is a party or subject or to which any of its respective properties aresubject, and no declaration, filing or registration with any governmentalentity is required by any such entity in connection with the execution anddelivery of this Agreement and the consummation by it of the transactionscontemplated by this Agreement, except for consents which have been obtainedand filings required under securities laws.

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## (e)                                  Private Placement.

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

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### (ii)                                  SNH understands and agrees that the FVECommon Stock is being offered in a transaction not involving any publicoffering within the meaning of the Securities Act, that the FVE Common Stockhas not been registered under the Securities Act and that the FVE Common Stockmay be offered, resold, pledged 

 

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### or otherwise transferred only (A) in atransaction not involving a public offering, (B) pursuant to an exemptionfrom registration under the Securities Act, or (C) to Five Star or one ofits subsidiaries, in each of cases (A) through (C) in accordance withany applicable securities laws of any State of the United States, and that it willnotify any subsequent purchaser of the FVE Common Stock from it of the resalerestrictions referred to above, as applicable.

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### (iii)                               SNH understands that, unless soldpursuant to a registration statement that has been declared effective under theSecurities Act or in compliance with Rule 144 promulgated thereunder, FiveStar may require that the FVE Common Stock will bear a legend or otherrestriction substantially to the effect provided in Section 14(a) hereof.

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### (iv)                              SNH:

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##### (A)                              is able to fend for itself in thetransactions contemplated hereby;

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

 

(C)                                has the ability to bear the economicrisks of its prospective investment and can afford the complete loss of suchinvestment.

 

### (v)                                 SNH acknowledges that (A) it hasconducted its own investigation of Five Star and the terms of the FVE CommonStock, (B) it has had access to Five Star’s public filings with theSecurities and Exchange Commission and to such financial and other informationas it deems necessary to make its decision to purchase the FVE Common Stock,and (C) has been offered the opportunity to conduct such review and analysisof the business, assets, condition, operations and prospects of Five Star andits subsidiaries and to ask questions of Five Star and received answersthereto, each as it deemed necessary in connection with the decision topurchase the FVE Common Stock.  SNHfurther acknowledges that it has had such opportunity to consult with its owncounsel, financial and tax advisors and other professional advisers as itbelieves is sufficient for purposes of the purchase of the FVE Common Stock.

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### (vi)                              SNH understands that Five Star will relyupon the truth and accuracy of the foregoing representations, acknowledgementsand agreements.

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# 13.                                 Issuance of Common Shares. It is agreed that the issuance of the FVE Common Stock will notconstitute a prohibited Change of Control (defined in the Term Loan Lease).

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# 14.                                 Legends.  SNHunderstands and agrees that any certificate or account statement representingthe FVE Common Stock shall bear legends or other restrictions substantially tothe 

 

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# following effect (it being agreed that if the FVE Common Stock is notcertificated, other appropriate restrictions shall be implemented to giveeffect to the following):

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## (a)                                  “THIS SECURITY WAS ORIGINALLY ISSUED IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BEOFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION ORAN APPLICABLE EXEMPTION THEREFROM.  THEHOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT THISSECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (A) INA TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (B) PURSUANT TO ANY OTHEREXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDINGRULE 144 PROMULGATED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (C) PURSUANTTO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OFCASES (A) THROUGH (C) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWSOF ANY STATE OF THE UNITED STATES.”;

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

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

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## (d)                                 any legend required by applicable statesecurities laws.

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# 15.                                 No Amendment of Financing Documents. None of the SNH Parties shall enter, effect or cause any amendment ormodification to the Term Loan or any other agreement, document or instrumentwith respect thereto if such amendment or modification would be materiallyadverse to Five Star without the prior written consent of FVE (not to beunreasonably withheld, conditioned or delayed) and any other applicable FVEParty.

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# 16.                                 Arbitration.

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## (a)                                  Any disputes, claims or controversiesbetween any SNH Party on the one hand and any Five Star Party on the other hand(i) arising out of or relating to this Agreement or the transactionscontemplated hereby, or (ii) brought by or on behalf of any shareholder ofeither SNH or Five Star (which, for purposes of this Section 16, shallmean any shareholder of record or any beneficial owner of shares of either SNHor Five Star, or any former shareholder of record or beneficial owner of sharesof either SNH or Five Star), either on its own behalf, on behalf of either SNHor Five Star or on behalf of any series or class of shares of either SNH orFive Star or shareholders of either SNH or Five Star against either SNH or FiveStar or any trustee, director, officer, manager 

 

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## (including Reit Management & Research LLC orits successor), agent or employee of either SNH or Five Star, includingdisputes, claims or controversies relating to the meaning, interpretation,effect, validity, performance or enforcement of this Agreement, the declarationof trust or the bylaws of SNH or the charter or bylaws of Five Star (all ofwhich are referred to as “Disputes”) or relating in any way to such aDispute or Disputes, shall on the demand of any party to such Dispute beresolved through binding and final arbitration in accordance with theCommercial Arbitration Rules (the “Rules”) of the AmericanArbitration Association (“AAA”) then in effect, except as modifiedherein.  For the avoidance of doubt, andnot as a limitation, Disputes are intended to include derivative actionsagainst trustees, directors, managers or officers of either SNH or Five Starand class actions by a shareholder of either SNH or Five Star against thoseindividuals or entities and either SNH and Five Star.

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

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

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## (d)                                 There shall be only limited documentarydiscovery of documents directly related to the issues in dispute, as may beordered by the arbitrators.

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

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

 

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

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## (g)                                 The Award shall be final and binding uponthe parties thereto and shall be the sole and exclusive remedy between suchparties relating to the Dispute, including any claims, counterclaims, issues oraccounting presented to the arbitrators. Judgment upon the Award may be entered in any court havingjurisdiction.  To the fullest extentpermitted by law, no application or appeal to any court of competentjurisdiction may be made in connection with any question of law arising in thecourse of arbitration or with respect to any award made except for actionsrelating to enforcement of this agreement to arbitrate or any arbitral awardissued hereunder and except for actions seeking interim or other provisionalrelief in aid of arbitration proceedings in any court of competentjurisdiction.

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

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# 17.                                 Miscellaneous.

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## (a)                                  No Waiver.  No failure byany Party to insist upon the strict performance of any term hereof or toexercise any right, power or remedy consequent upon a breach thereof shallconstitute a waiver of any such breach or of any such term.  To the maximum extent permitted by law, nowaiver of any breach shall affect or alter this Agreement, which shall continuein full force and effect with respect to any other then existing or subsequentbreach.

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

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## (c)                                  Notices.

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### (i)                                     Any and all notices, demands, consents,approvals, offers, elections and other communications required or permittedunder this Agreement shall be deemed adequately given if in writing and thesame shall be delivered either in hand, by telecopy with written acknowledgmentof receipt, or by mail or Federal Express or similar expedited commercialcarrier, addressed to the recipient of the notice, postpaid and registered orcertified with return receipt requested (if by mail), or with all freightcharges prepaid (if by Federal Express or similar carrier).

 

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### (ii)                                  All notices required or permitted to besent hereunder shall be deemed to have been given for all purposes of thisAgreement upon the date of acknowledged receipt, in the case of a notice bytelecopy, and, in all other cases, upon the date of receipt or refusal, exceptthat whenever under this Agreement a notice is either received on a day whichis not a business day or is required to be delivered on or before a specificday which is not a business day, the day of receipt or required delivery shall automaticallybe extended to the next business day.

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### (iii)                               All such notices shall be addressed,

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if to any SNH Party:

 

Senior Housing PropertiesTrust400 Centre StreetNewton, Massachusetts  02458Attn:  David J. Hegarty, PresidentFacsimile:  (617) 796-8349

 

with a copy to (whichshall not constitute notice):

 

Sullivan &Worcester LLPOne Post Office SquareBoston, Massachusetts  02109Attn:  Richard TellerFacsimile: (617) 338-2880

 

if to any Five StarParty:

 

Five Star Quality Care, Inc.400 Centre StreetNewton, Massachusetts  02458Attn:  Bruce J. Mackey, Jr.,PresidentFacsimile:  (617) 658-1751

 

with a copy to (whichshall not constitute notice):

 

Skadden,Arps, Slate, Meagher & Flom LLPOne Beacon StreetBoston, Massachusetts  02108Attn.:  Louis A. GoodmanFacsimile:  (617) 573-4822

 

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

 

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

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## (d)                                 Waiver;Successors and Assigns.**** Neither this Agreement nor any provisionhereof may be changed, waived, discharged or terminated except by an instrumentin writing signed by the Party to be charged. All the terms and provisions of this Agreement shall be binding upon andinure to the benefit of the Parties and their respective successors andassigns.

##  

## (e)                                  Counterparts;Headings.**** This Agreement maybe executed in two or more counterparts, each of which shall constitute anoriginal, but which, when taken together, shall constitute but one instrumentand shall become effective as of the date hereof when copies hereof, which,when taken together, bear the signatures of each of the Parties shall have beensigned.  Headings in this Agreement arefor purposes of reference only and shall not limit or affect the meaning of theprovisions hereof.

##  

## (f)                                    Applicable Law,Etc.  Except as to matters regarding the internalaffairs of a Party and issues of or limitations on any personal liability ofthe shareholders, members and limited partners and trustees, directors,managers and general partners of a Party, as to which the laws of a Party’sjurisdiction of formation or organization shall govern, this Agreement shall beinterpreted, construed, applied and enforced in accordance with the laws of TheCommonwealth of Massachusetts without giving effect to the principles ofconflicts of laws thereof that would require the application of any law ofanother jurisdiction.

##  

## (g)                                 Attorneys’ Fees. If any lawsuit or arbitration or other legal proceeding arises inconnection with the interpretation or enforcement of this Agreement solelyamong the Parties, the prevailing Party therein shall be entitled to receivefrom the other Party the prevailing Party’s costs and expenses, includingreasonable attorneys’ fees incurred in connection therewith, in preparationtherefor and on appeal therefrom, which amounts shall be included in anyjudgment therein.

##  

## (h)                                 Non-liability of Trustees and Directors.

##  

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

 

12

----

 

### (ii)                                  A COPY OF THE ARTICLES OF INCORPORATION,AS IN EFFECT ON THE DATE HEREOF, OF FIVE STAR, TOGETHER WITH ALL AMENDMENTS ANDSUPPLEMENTS THERETO, IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OFASSESSMENTS AND TAXATION OF MARYLAND.  NODIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF FIVE STAR SHALL BE HELD TOANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIMAGAINST, FIVE STAR.  ALL PERSONS DEALINGWITH FIVE STAR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF FIVE STAR FOR THEPAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

###  

*Signaturesappear on the pages to follow*

 

13

----

 

Executedunder seal as of the date first above written.

 
|   | SENIOR HOUSING PROPERTIES TRUST          |
|--------|------------------------------------------|
|   |                                     |
|   | SNH FM FINANCING TRUST                   |
|   |                                     |
|   | ELLICOTT CITY LAND I, LLC                |
|   |                                     |
|   | SNH SOMERFORD PROPERTIES TRUST           |
|   |                                     |
|   | SPTMNR PROPERTIES TRUST                  |
|   |                                     |
|   | SNH/LTA PROPERTIES TRUST                 |
|   |                                     |
|   | SPTIHS PROPERTIES TRUST                  |
|   |                                     |
|   | SNH CHS PROPERTIES TRUST                 |
|   |                                     |
|   | SNH/LTA PROPERTIES GA LLC                |
|   |                                     |
|   | SPTMNR PROPERTIES TRUST                  |
|   |                                     |
|   | SNH/LTA PROPERTIES GA LLC                |
|   |                                     |
|   | SNH/LTA PROPERTIES TRUST                 |
|   |                                     |
|   | O.F.C. CORPORATION                       |
|   |                                     |
|   | SNH CHS PROPERTIES TRUST                 |
|   |                                     |
|   | CCC OF KENTUCKY TRUST                    |
|   |                                     |
|   | LEISURE PARK VENTURE LIMITED PARTNERSHIP |
|   | By:                                      | CC  Leisure Park Corporation, |
|   |                                     | its  General Partner |
|   |                                     |
|   | CCDE SENIOR LIVING LLC                   |
|   |                                     |
|   | CCOP SENIOR LIVING LLC                   |
|   |                                     |
|   | CCC PUEBLO NORTE TRUST                   |
|   |                                     |
|   | CCC RETIREMENT COMMUNITIES II, L.P.      |
|   | By:                                      | Crestline Ventures LLC, |
|   |                                     | its General Partner |
|   |                                     |
|   | CCC INVESTMENTS I, L.L.C.                |
|   |                                     |
|   | CCC FINANCING I TRUST                    |
|   |                                     |
|   | CCC FINANCING LIMITED, L.P.              |
|   | By:                                      | CCC  Retirement Trust, |
|   |                                     | its  General Partner |
|   |                                     |
|   | SNH SOMERFORD PROPERTIES TRUST           |
|   |                                     |
|   | HRES 1 PROPERTIES TRUST                  |

 

 

14

----

 
|   | SNH NS PROPERTIES TRUST                  |
|--------|------------------------------------------|
|   |                                     |
|   | SNH/LTA PROPERTIES TRUST                 |
|   |                                     |
|   | SNH/LTA PROPERTIES GA LLC                |
|   |                                     |
|   | CCOP SENIOR LIVING LLC                   |
|   |                                     |
|   |                                     |
|   | By:                                      | /s/ David J. Hegarty |
|   |                                     | Name: | David J. Hegarty |
|   |                                     | Title: | President |
|   |                                     |   |
|   |                                     |
|   | FIVE STAR QUALITY CARE, INC.             |
|   |                                     |
|   | FVE FM FINANCING, INC.                   |
|   |                                     |
|   | FIVE STAR QUALITY CARE TRUST             |
|   |                                     |
|   | FS TENANT HOLDING COMPANY TRUST          |
|   |                                     |
|   | FS COMMONWEALTH LLC                      |
|   |                                     |
|   | FS PATRIOT LLC                           |
|   |                                     |
|   | FIVE STAR QUALITY CARE — NS TENANT, |
|   | LLC                                      |
|   |                                     |
|   | ANNAPOLIS  HERITAGE PARTNERS, LLC        |
|   |                                     |
|   | COLUMBIA  HERITAGE PARTNERS, LLC         |
|   |                                     |
|   | ENCINITAS  HERITAGE PARTNERS, LLC        |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-AZ, LLC          |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-CA, LLC          |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-COLORADO, LLC    |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-FL, LLC          |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-GA, LLC          |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-GHV, LLC         |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-IA, INC.         |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-IA, LLC          |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-MN, LLC          |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-MO, LLC          |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-MS, LLC          |
|   |                                     |
|   | FIVE  STAR QUALITY CARE-NE, INC.         |

 

15

----

 
|   | FIVE  STAR QUALITY CARE-NE, LLC                                |
|--------|----------------------------------------------------------------|
|   |                                                           |
|   | FIVE  STAR QUALITY CARE-VA, LLC                                |
|   |                                                           |
|   | FIVE  STAR QUALITY CARE-WI, LLC                                |
|   |                                                           |
|   | FIVE  STAR QUALITY CARE-WY, LLC                                |
|   |                                                           |
|   | FREDERICK  HERITAGE PARTNERS, LLC                              |
|   |                                                           |
|   | FRESNO  HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP    |
|   | By:   Hamilton Place, LLC, its General Partner            |
|   |                                                           |
|   | HAGERSTOWN  HERITAGE PARTNERS, LLC                             |
|   |                                                           |
|   | MORNINGSIDE  OF BELMONT, LLC                                   |
|   |                                                           |
|   | MORNINGSIDE  OF COLUMBUS, L.P.                                 |
|   | By:   LifeTrust America, Inc., its  General Partner  |
|   |                                                           |
|   | MORNINGSIDE  OF DALTON, LIMITED PARTNERSHIP                    |
|   | By:   LifeTrust America, Inc., its  General Partner  |
|   |                                                           |
|   | MORNINGSIDE  OF EVANS, LIMITED PARTNERSHIP                     |
|   | By:  LifeTrust America, Inc., its General Partner         |
|   |                                                           |
|   | MORNINGSIDE  OF GALLATIN, LLC                                  |
|   |                                                           |
|   | MORNINGSIDE  OF KENTUCKY, LIMITED PARTNERSHIP                  |
|   | By:  LifeTrust America, Inc., its General Partner         |
|   |                                                           |
|   | NEWARK  HERITAGE PARTNERS I, LLC                               |
|   |                                                           |
|   | NEWARK  HERITAGE PARTNERS II, LLC                              |
|   |                                                           |
|   | REDLANDS  HERITAGE PARTNERS, LLC                               |
|   |                                                           |
|   | ROSEVILLE  HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP |
|   | By:   Hamilton Place, LLC, its General  Partner           |
|   |                                                           |
|   | FIVE  STAR QUALITY CARE-CA II, LLC                             |
|   |                                                           |
|   | FIVE  STAR QUALITY CARE-IN, LLC                                |
|   |                                                           |
|   | FIVE  STAR QUALITY CARE-KS, LLC                                |
|   |                                                           |
|   | FIVE  STAR QUALITY CARE-MD, LLC                                |
|   |                                                           |
|   | FIVE  STAR QUALITY CARE-TX, LLC                                |
|   |                                                           |
|   | FIVE  STAR QUALITY CARE-WI, LLC                                |
|   |                                                           |
|   | FS  LAFAYETTE TENANT TRUST                                     |

 

16

----

 
|   | FS  LEISURE PARK TENANT TRUST                               |
|--------|-------------------------------------------------------------|
|   |                                                        |
|   | FS  LEXINGTON TENANT TRUST                                  |
|   |                                                        |
|   | FS  TENANT POOL I TRUST                                     |
|   |                                                        |
|   | FS  TENANT POOL II TRUST                                    |
|   |                                                        |
|   | FS  TENANT POOL III TRUST                                   |
|   |                                                        |
|   | FS  TENANT POOL IV TRUST                                    |
|   |                                                        |
|   | FSQC-AL,  LLC                                               |
|   |                                                        |
|   | MORNINGSIDE  OF ANDERSON, L.P.                              |
|   | By:  LifeTrust America, Inc., its General Partner      |
|   |                                                        |
|   | MORNINGSIDE  OF ATHENS, LIMITED PARTNERSHIP                 |
|   | By:  LifeTrust America, Inc., its General Partner      |
|   |                                                        |
|   | FIVE  STAR QUALITY CARE-IL, LLC                             |
|   |                                                        |
|   | FIVE  STAR QUALITY CARE-KS, LLC                             |
|   |                                                        |
|   | FIVE  STAR QUALITY CARE-NJ, LLC                             |
|   |                                                        |
|   | FIVE  STAR QUALITY CARE-VA, LLC                             |
|   |                                                        |
|   | MORNINGSIDE  OF GREENWOOD, L.P.                             |
|   | By:  LifeTrust America, Inc.                           |
|   |                                                        |
|   | MORNINGSIDE  OF SKIPWITH-RICHMOND,                          |
|   | LLC                                                         |
|   |                                                        |
|   | STOCKTON  HERITAGE PARTNERS, LLC                            |
|   |                                                        |
|   | FIVE  STAR QUALITY CARE-MD, LLC                             |
|   |                                                        |
|   | FIVE  STAR QUALITY CARE-NC, LLC                             |
|   |                                                        |
|   | FIVE  STAR QUALITY CARE-SAVANNAH, LLC                       |
|   |                                                        |
|   | MORNINGSIDE  OF BELLGRADE, RICHMOND,                        |
|   | LLC                                                         |
|   |                                                        |
|   | MORNINGSIDE  OF CHARLOTTESVILLE, LLC                        |
|   |                                                        |
|   | MORNINGSIDE  OF NEWPORT NEWS, LLC                           |
|   |                                                        |
|   | THE  HEARTLANDS RETIREMENT  COMMUNITY-ELLICOTT CITY I, INC. |
|   |                                                        |
|   | By:                                                         | /s/ Bruce J. Mackey Jr. |
|   |                                                        | Name: | Bruce J. Mackey Jr. |
|   |                                                        | Title: | President |

 

17

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**SCHEDULE ALeases**

 

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

####  

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

####  

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

####  

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

####  

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

####  

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

 

----

 

#### 7.                                       Master Lease Agreement, dated as of September 1,2008, by and among SNH RMI Fox Ridge Manor Properties LLC, SNH RMI JeffersonManor Properties LLC, SNH RMI McKay Manor Properties LLC, SNH RMI NorthwoodManor Properties LLC, SNH RMI Oak Woods Manor Properties LLC, SNH RMI ParkSquare Manor Properties LLC, SNH RMI Smith Farms Manor Properties LLC, and SNHRMI Sycamore Manor Properties LLC, (as Landlord) and Five Star QualityCare-RMI, LLC (as Tenant).

 

2

----

 

**SCHEDULE BMortgaged Properties**

 
| Forum  at Desert Harbor          |
|----------------------------------|
| 13840  North Desert Harbor Drive |
| Peoria,  AZ 85381                |
|                             |
| Forum  at Tucson                 |
| 2500  North Rosemont Blvd.       |
| Tucson,  AZ 85712                |
|                             |
| The  Remington Club I            |
| 16925  Hierba Drive              |
| San  Diego, CA 92128             |
|                             |
| The  Remington Club II           |
| 16916  Hierba Drive              |
| San  Diego, CA 92128             |
|                             |
| Rio  Las Palmas                  |
| 877  East March Lane        |
| Stockton,  CA 95207              |
|                             |
| Foulk  Manor North               |
| 1212  Foulk Road                 |
| Wilmington,  DE 19803            |
|                             |
| Park  Summit at Coral Springs    |
| 8500  Royal Palm Blvd.           |
| Coral  Springs, FL 33065         |
|                             |
| Coral  Oaks                      |
| 900  West Lake Road              |
| Palm  Harbor, FL 34684           |
|                             |
| Savannah Square                  |
| One Savannah Square Drive        |
| Savannah, GA 31406               |
|                             |
| Forum at the Crossing            |
| 8505 Woodfield Crossing Blvd.    |
| Indianapolis,  IN 46240          |
|                             |
| Forum  at Overland Park          |
| 3501  West 95th Street           |
| Overland  Park, KS 66206         |
|                             |
| Forum at Brookside               |
| 200  Brookside Drive             |
| Louisville,  KY 40243            |
|                             |
| Gables at Winchester             |
| 299 Cambridge Street             |
| Winchester, MA 01890             |
|                             |
| HeartFields  at Easton           |
| 700  Port Street                 |
| Easton, MD 21601                 |

 

----

 
| Heartlands at Ellicott  City             |
|------------------------------------------|
| 3004  North Ridge Road                   |
| Ellicott  City, MD 21043                 |
|                                     |
| Heartlands  at Severna Park              |
| 715  Benfield Road                       |
| Severna  Park, MD 21146                  |
|                                     |
| Aspenwood                                |
| 14400 Homecrest Road                     |
| Silver Springs, MD 20906                 |
|                                     |
| HeartFields  at Cary                     |
| 1050  Crescent Green Drive               |
| Cary,  NC 27511                          |
|                                     |
| Montebello                               |
| 10500 Academy Road                       |
| Albuquerque, NM 87111                    |
|                                     |
| Forum at Knightsbridge                   |
| 4590 and 4625  Knightsbridge Blvd.       |
| Columbus, OH 43214                       |
|                                     |
| Forum  at Memorial Woods                 |
| 777  North Post Oak Road                 |
| Houston,  TX 77024                       |
|                                     |
| Forum at Lincoln Heights                 |
| 311 West Nottingham Road                 |
| San  Antonio, TX 78209                   |
|                                     |
| Forum  at Woodlands                      |
| 5055  W Panther Creek Drive              |
| Woodlands,  TX 77381                     |
|                                     |
| Morningside of  Charlottesville          |
| 491  Crestwood Drive                     |
| Charlottesville,  VA 22903               |
|                                     |
| HeartFields at  Fredericksburg           |
| 20 HeartFields Lane                      |
| Fredericksburg, VA 22405                 |
|                                     |
| Morningside  of Bellgrade                |
| 2800  Polo Parkway                       |
| Midlothian,  VA 23113                    |
|                                     |
| Morningside of Newport News              |
| 655 Denbigh Boulevard                    |
| Newport  News, VA 23608                  |
|                                     |
| Meadowmere  - Northshore Assisted Living |
| 10803  North Port Washington Road        |
| Mequon, WI 53092                         |

 

4

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