Exhibit 10.6


 


AMENDED
AND RESTATED SUBTENANT SECURITY AGREEMENT


(LEASE
NO. 1)


 


THIS
AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (this “Agreement”) is entered into
as of this 30th day of June, 2008 by and among (i) each of the
parties identified on the signature page hereof as the Subtenants (each a “Subtenant”
and collectively, the “Subtenants”), and (ii) each of the parties
identified on the signature page hereof as the Secured Parties
(collectively, the “Secured Parties”).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, certain of the Secured Parties and Five Star Quality Care Trust (“Tenant”)
are parties to that certain Second Amended and Restated Lease Agreement, dated
as of November 19, 2004, as the same has been amended to date (as so
amended, the “Original Lease”); and 


 


WHEREAS, pursuant to various Sublease Agreements
as further described on Exhibit A attached hereto as the Subleases
(collectively, the “Subleases”), Tenant subleases certain of the
premises demised under the Original Lease to the Subtenants, subject to and
upon the terms and conditions set forth in the Subleases; and 


 


WHEREAS, pursuant to the Original Lease, certain
of the Secured Parties and certain of the Subtenants are parties to that
certain Security Agreement dated as of December 31, 2001 and/or that
certain Security Agreement dated as of October 25, 2002, as confirmed from
time to time (as so confirmed, collectively, the “Original Subtenant
Security Agreements”), pursuant to which the Subtenants granted to such
Secured Parties a first and perfected lien and security interest in certain
collateral related to the properties demised under the Original Lease which
they sublease pursuant to the Subleases; and 


 


WHEREAS, as of the date hereof, the Secured Parties and Tenant are amending,
restating and bifurcating the Original Lease into two separate leases, one of
which shall be named the Amended and Restated Master Lease Agreement(Lease No. 1),
(the “Amended Lease No.1”); and 


 


WHEREAS, pursuant to the Amended Lease No. 1, the
Subtenants are required to grant to the Secured Parties a first 


 

















 


and perfected lien and security interest in certain
collateral related to the properties demised under the Amended Lease No. 1
which they sublease pursuant to the Subleases (collectively, the “Subleased
Properties”); and


 


WHEREAS, in connection with the foregoing the Subtenants and
the Secured Parties wish to amend and restate the Original Subtenant Security
Agreements into two separate security agreements, one of which shall act as
security for the payment and performance of the Obligations (as hereinafter
defined), all subject to and upon the terms and conditions herein set forth;


 


NOW,
THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, the Subtenants and the Secured Parties hereby agree that
the Original Subtenant Security Agreements are hereby amended and restated,
effective as of the date hereof, to read as follows:


 


Section 1. 
Definitions.  As used in
this Agreement, the following terms shall have the meanings specified
below.  Except as otherwise defined,
terms defined in the Uniform Commercial Code and used herein without definition
shall have the meanings given such terms in the Uniform Commercial Code.


 


“Affiliated
Person” shall
have the meaning given such term in the Amended Lease No. 1.


 


“Amended
Lease No. 1” shall have the meaning given such term in the recitals to this
Agreement.


 


“Business
Day” shall
have the meaning given such term in the Amended Lease No. 1.


 


“Collateral” shall mean all of each Subtenant’s
right, title and interest in and under or arising out of all and any personal
property, intangibles and fixtures of any type or description (other than
Excluded Collateral), wherever located and now existing or hereafter arising,
or which constitute or arise from the operation, maintenance or repair of its
Subleased Properties or any portion thereof, together with any and all
additions and accessions thereto and replacements, products, proceeds
(including, without limitation, proceeds of insurance) and supporting
obligations thereof, including, but not limited to, the following:


 


(a)                        all goods, including, without limitation,
all Equipment; and 


 


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(b)                                 all General Intangibles; and


 


(c)                                  all other personal property or fixtures
of any nature whatsoever which relate to the operation, maintenance or repair
of each Subleased Property, or any portion thereof, and all property from time
to time described in any financing statement signed by such Subtenant naming
the Secured Parties as secured parties; and 


 


(d)                                 all claims, rights, powers or privileges and remedies
relating to the foregoing or arising in connection therewith, including,
without limitation, all Licenses and Permits which such Subtenant legally may
grant a security interest in, rights to make determinations, to exercise any
election (including, but not limited to, election of remedies) or option or to
give or receive any notice, consent, waiver or approval; all liens, security,
guaranties, endorsements, warranties and indemnities and all insurance, eminent
domain and condemnation awards and claims therefor relating thereto or arising
in connection therewith; all rights to property forming the subject matter of
any of the foregoing, including, without limitation, rights to stoppage in
transit and rights to returned or repossessed property; all writings relating
to the foregoing or arising in connection therewith; and 


 


(e)                                  all contract rights, general intangibles
and other property rights of any nature whatsoever arising out of or in
connection with any of the foregoing (other than Excluded Collateral),
including, without limitation, payments due or to become due, whether as
repayments, reimbursements, contractual obligations, indemnities, damages or
otherwise. 


 


“Equipment” shall mean all buildings, structures,
improvements, fixtures and items of machinery, equipment and other tangible
personal property which constitute, arise from or relate to the operation,
maintenance or repair of each Subtenant’s Subleased Properties or any portion
thereof, together with all repairs, replacements, improvements, substitutions,
extensions or renewals thereof or additions thereto, all parts, additions and
accessories incorporated therein or affixed thereto, and all “equipment” as
such term is defined in the Uniform Commercial Code, and all cash and non-cash
proceeds therefrom.


 


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“Event
of Default” shall
have the meaning given such term in Section 6.


 


“Excluded
Collateral”
shall mean (a) all Accounts of each
Subtenant, (b) all Deposit Accounts and Securities Accounts of each
Subtenant, (c) all Chattel Paper of each Subtenant, (d) all General
Intangibles relating to such Accounts or Chattel Paper, (e) all Support
Obligations relating to any of the foregoing, (f) all Instruments or
Investment Property evidencing or arising from any Accounts or Chattel Paper, (g) all
documents, books, records or other information pertaining to any of the
foregoing (including, without limitation, customer lists, credit files,
computer programs, printouts, tapes, discs, punch cards, data processing
software and other computer materials and records and related property and
rights), (h) all accessions to, substitutions for, and all
replacements, products and proceeds of the foregoing (including without
limitation, proceeds of insurance policies insuring any of the foregoing) and (i) any
of the Subleases under which any Subtenant is a party.


 


“Facilities” shall have the meaning given such term
in the Amended Lease No. 1.


 


“General
Intangibles” shall
mean all present and future general intangibles and contract rights (other than
Excluded Collateral) which constitute, arise from or relate to the operation,
maintenance or repair of each Subtenant’s Subleased Properties, or any portion
thereof, including, but not limited to, all causes of action, corporate or
business records, inventions, designs, patents, patent applications,
trademarks, trademark registrations and applications therefor, goodwill, trade
names, trade secrets, trade processes, copyrights, copyright registrations and
applications therefor, franchises, customer lists, computer programs, claims
under guaranties, tax refund claims, rights and claims against carriers and
shippers, leases, claims under insurance policies, all rights to
indemnification and all other intangible personal property of every kind and
nature which constitutes, arises from or relates to the operation, maintenance
or repair of such Subleased Properties, or any portion thereof.


 


“Instrument” shall have the meaning given such term
in Article 9 of the Uniform Commercial Code.


 


“Leased
Property”
shall have the meaning given such term in the Amended Lease No. 1.


 


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“Licenses” shall mean all certificates of need (if
any), licenses, permits, rights of use, covenants or rights otherwise
benefiting or permitting the use and operation of each Subtenant’s Subleased
Properties or any part thereof pertaining to the operation, maintenance or
repair of such Subleased Properties or any portion thereof.


 


“Obligations” 
shall mean each and every obligation and liability of Tenant to the
Secured Parties under the Original Lease and Amended Lease No. 1 or any
other document or agreement executed and delivered pursuant thereto, including,
without limitation, the payment of the rent and the payment and performance of
each and every other obligation of Tenant to the Secured Parties, whether
direct or indirect, absolute or contingent, due or to become due.


 


“Original
Lease” shall have the meaning given such term in the
recitals to this Agreement.


 


“Original
Subtenant Security Agreements” shall have the meaning given such term in the recitals
to this Agreement.


 


“Overdue
Rate” shall
have the meaning given such term in the Amended Lease No. 1.


 


“Permits” shall mean all permits, approvals,
consents, waivers, exemptions, variances, franchises, orders, authorizations,
rights and licenses obtained or hereafter obtained from any federal, state or
other governmental authority or agency relating to the operation, maintenance
or repair of each Subtenant’s Subleased Properties, or any portion thereof.


 


“Person”
shall have the meaning
given such term in the Amended Lease No. 1.


 


“Property” shall have the meaning given such term
in the Amended Lease No. 1.


 


“Rent” shall have the meaning given such term
in the Amended Lease No. 1.


 


“Secured
Parties” shall have the meaning given such term in the
preamble to this Agreement.


 


“Subleased
Properties” shall have the meaning given such term in the
recitals.


 


“Subleases”
shall have the meaning given such term in the recitals to this Agreement.


 


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“Subtenants”
shall have the
meaning given such term in the preamble to this Agreement.


 


“Tenant”
shall have the meaning given such term in the recitals to this Agreement.


 


“Uniform
Commercial Code” means Article 9 of the Uniform Commercial Code as in effect in the
Commonwealth of Massachusetts from time to time.


 


Section 2. 
Security Interest.  As security
for the prompt payment and performance of all the Obligations, each Subtenant
hereby grants, pledges, transfers and assigns to the Secured Parties, their
successors and assigns and all other holders from time to time of the
Obligations, a continuing security interest under the Uniform Commercial Code
from time to time in effect in the jurisdiction in which any of the Collateral
is located in and a continuing lien upon all of such Subtenant’s right, title
and interest in the Collateral, together with any and all additions thereto and
replacements, products and proceeds thereof, whether now existing or hereafter
arising or acquired and wherever located.


 


Section 3. 
General Representations, Warranties and Covenants. 
Each Subtenant represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement, as follows:


 


(a)                                  Each of the warranties and
representations of such Subtenant contained herein or in any other document
executed by such Subtenant in connection herewith are true and correct on the
date hereof.


 


(b)                                 Except for the lien granted to the
Secured Parties pursuant to this Agreement and any liens permitted under the
Amended Lease No. 1, each Subtenant is, and as to the Collateral acquired
from time to time after the date hereof such Subtenant will be, the owner of
all the Collateral free from any lien, security interest, encumbrance or other
right, title or interest of any Person, except for the security interest of the
Secured Parties therein, and such Subtenant shall defend the Collateral against
all claims and demands of all Persons at any time claiming the same or any
interest therein adverse to the Secured Parties.  The lien granted in this Agreement by such
Subtenant to the Secured Parties in the Collateral is not prohibited by and
does not constitute a default under any agreements or other instruments
constituting a part of the 


 


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Collateral, and no
consent is required of any Person to effect such lien which has not been
obtained.


 


(c)                                  Except as permitted under the Amended
Lease No. 1, there is no financing statement (or similar statement or
instrument of registration under the law of any jurisdiction) now on file or
registered in any public office covering any interest of any kind in the
Collateral, or intended so to be, which has not been terminated, and so long as
this Agreement remains in effect or any of the Obligations or any obligations
of any Affiliated Person of such Subtenant to the Secured Parties remain
unpaid, such Subtenant will not execute and there will not be on file in any
public office any financing statement (or similar statement or instrument of
registration under the law of any jurisdiction) or statements relating to the
Collateral, except financing statements filed or to be filed in respect of and
covering the security interest of the Secured Parties.


 


(d)                                 The chief executive office and the
principal place of business of each Subtenant are as set forth in Schedule 1
and such Subtenant will not move its chief executive office or establish any
other principal place of business except to such new location as such Subtenant
may establish in accordance with this Section 3(d).  The location of each Facility comprising a
portion of such Subtenant’s Subleased Properties is as set forth in Schedule
2.  The originals of all documents
evidencing Collateral and the only original books of account and records of
each Subtenant relating thereto are, and will continue to be, kept at such
chief executive office or the applicable Facility, as the case may be, or at
such new location as such Subtenant may establish in accordance with this Section 3(d).  No Subtenant shall move its chief executive
office or establish any other principal place of business until (i) such
Subtenant shall have given to the Secured Parties not less than ten (10) days’
prior written notice of its intention to do so, which notice shall clearly
describe such new location and provide such other information in connection
therewith as the Secured Parties may reasonably request, and (ii) with
respect to such new location, such Subtenant shall have taken such action,
satisfactory to the Secured Parties (including, without limitation, all action
required by Section 5), to maintain the security interest of the
Secured Parties in the Collateral.


 


(e)                                  All tangible personal property owned on
the date hereof by such Subtenant to be used in connection with the operation
or maintenance of each Subleased Property of such Subtenant, or any portion
thereof, is located at each applicable 


 


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Subleased Property or is
in transit to such Subleased Property from the vendor thereof.  Each Subtenant agrees that (i) all such
property held by such Subtenant on the date hereof, once at each applicable
Subleased Property, shall remain at such Subleased Property and (ii) all
such property subsequently acquired by such Subtenant shall immediately upon
acquisition be transferred to and remain at the applicable Subleased Property.


 


(f)                                    Such Subtenant’s corporate name and
organizational identification number are as set forth on Schedule 1
attached hereto.  The name under which
each of the Facilities is operated is set forth on Schedule 2.  Each Subtenant agrees that it shall not (i) change
such names without providing the Secured Parties with thirty (30) days’ prior
written notice and making all filings and taking all such other actions as the
Secured Parties determine are necessary or appropriate to continue or perfect
the security interest granted hereunder, (ii) change its corporate
organizational number, nor (iii) conduct its business in any other name or
take title to any Collateral in any other name while this Agreement remains in
effect.  Except as otherwise set forth on
Schedule 1, no Subtenant has ever had any other name or conducted
business in any other name in any jurisdiction. 
Each Subtenant’s organizational structure is as set forth on Schedule
1 attached hereto.  Subject to the
terms and conditions of the Amended Lease No. 1 and the Subleases, no
Subtenant shall change its organizational structure or jurisdiction of
organization without giving at least thirty (30) days’ prior written notice
thereof to the Secured Parties.


 


(g)                                 The Secured Parties are authorized (but
are under no obligation) to make, upon ten (10) Business Days’ notice to
the applicable Subtenant (except in the case of exigent circumstances, in which
circumstances upon such notice, if any, as may then be reasonably practical),
any payments which in the Secured Parties’ opinion are necessary to:


 


(i)                                     discharge any liens which have or may take priority
over the lien hereof; and


 


(ii)                                  pay all premiums payable on the insurance policies
referred to in the Amended Lease No. 1 or any other document or agreement
executed in connection therewith or herewith, upon the failure of Tenant to
make such payments within the time permitted therein.


 


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No
Subtenant shall have any claim against the Secured Parties by reason of its
decision not to make any payments or perform such obligations permitted under
this Section 3(g).  Each
Subtenant shall repay to the Secured Parties any sums paid by the Secured
Parties upon demand.  Any sums paid and
expenses incurred by the Secured Parties pursuant to this paragraph shall bear
interest at the Overdue Rate.


 


(h)                                 If any of the Collateral at any time becomes
evidenced by an Instrument, the Subtenant which owns such Collateral shall
promptly deliver such Instrument to the Secured Parties, appropriately endorsed
to the order of the Secured Parties, to be held pursuant to this Agreement.


 


(i)                                     No Subtenant shall sell, transfer, change
the registration, if any, of, dispose of, attempt to dispose of, or
substantially modify or abandon the Collateral or any material part thereof,
other than as permitted under the Amended Lease No. 1, without the prior
written consent of the Secured Parties. 
Except as permitted under the Amended Lease No. 1, no Subtenant
shall create, incur, assume or suffer to exist any lien upon any of the
Collateral without the prior written consent of the Secured Parties.


 


(j)                                     No Subtenant shall assert against the
Secured Parties any claim or defense which such Subtenant may have against any
seller of the Collateral or any part thereof or against any Person with respect
to the Collateral or any part thereof.


 


(k)                                  Each Subtenant shall, upon demand, pay to
the Secured Parties the amount of any and all reasonable expenses, including
the reasonable fees and expenses of its counsel and of any experts and agents,
which the Secured Parties may incur in connection with (i) the
administration of this Agreement, (ii) the custody or preservation of, or
the sale of, collection from, or other realization upon, any of the Collateral,
(iii) the exercise or enforcement of any of the rights of the Secured
Parties hereunder and under such other agreements or (iv) the failure by
such Subtenant to perform or observe any of the provisions hereof.


 


(l)                                     Each Subtenant shall indemnify and hold
harmless the Secured Parties from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Secured Parties in any way
relating to or arising 


 


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out of this Agreement or
arising out of such Subtenant’s obligations under any other documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or the enforcement of any of the terms hereof or
of any such other documents.


 


Section 4. 
Special Provisions Concerning Equipment. 
No Subtenant shall impair the rights of the Secured Parties in the
Equipment.  Regardless of the manner of
the affixation of any Equipment to real property, the Equipment so attached
shall at all times constitute and remain personal property.  Each Subtenant retains all liability and
responsibility in connection with its Equipment and the liability of such
Subtenant to pay the Obligations shall in no way be affected or diminished by
reason of the fact that such Equipment may be lost, destroyed, stolen or
damaged or for any reason whatsoever have become unavailable to such
Subtenant.  Upon the request of the
Secured Parties, any Subtenant shall provide to the Secured Parties a current
list of its Equipment.


 


Section 5. 
Financing Statements; Documentary Stamp Taxes.


 


(a)                                  Each Subtenant shall, at its own expense,
make, execute, endorse, acknowledge, file and/or deliver to the Secured Parties
from time to time such lists, descriptions and designations of inventory,
warehouse receipts, bills of lading, documents of title, vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments and take such further steps relating to the
Collateral and other property or rights covered by the security interest hereby
granted, which the Secured Parties reasonably deem appropriate or advisable to
perfect, preserve or protect their security interest in the Collateral.  Each Subtenant authorizes the Secured Parties
to file any such financing statements without the signature of such Subtenant
and such Subtenant will pay all applicable filing fees and related expenses.  To the extent permitted by law, a carbon,
photographic or other reproduction of this Agreement or a financing statement
shall be sufficient as a financing statement.


 


(b)                                 Each Subtenant shall procure, pay for,
affix to any and all documents and cancel any documentary tax stamps required
by and in accordance with, applicable law with respect to its Collateral, and
the Subtenants shall indemnify and hold harmless the Secured Parties from and
against any liability 


 


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(including interest and
penalties) in respect of such documentary stamp taxes.


 


Section 6. 
Event of Default.  For purposes
of this Agreement, the term “Event of Default” shall mean (a) the
occurrence of an Event of Default under the Amended Lease No. 1 or any
document or agreement executed in connection therewith; (b) the failure of
any Subtenant to comply with any of its covenants or obligations under this
Agreement and the continuance thereof for a period of ten (10) Business
Days after written notice thereof; (c) any representation or warranty
contained herein or made by any Subtenant in connection herewith shall prove to
have been false or misleading in any material respect when made; or (d) the
occurrence of any default or event of default under any document, instrument or
agreement evidencing the Obligations.


 


Section 7. 
Remedies.


 


(a)                                  Upon the occurrence and during the
continuance of an Event of Default, in addition to any rights and remedies now
or hereafter granted under applicable law, under the Amended Lease No. 1
or under any other documents or agreements entered into in connection herewith
or therewith, and not by way of limitation of any such rights and remedies, the
Secured Parties shall have all of the rights and remedies of a secured party
under the Uniform Commercial Code as enacted in any applicable jurisdiction,
and the right, without notice to, or assent by, any Subtenant, in the name of
such Subtenant or in the name of the Secured Parties or otherwise:


 


(i)                                              with respect to the General Intangibles
to ask for, demand, collect, receive, compound and give acquittance therefor or
any part thereof, to extend the time of payment of, compromise or settle for
cash, credit or otherwise, and upon any terms and conditions, any thereof, to
exercise and enforce any rights and remedies in respect thereof, and to file
any claims, commence, maintain or discontinue any actions, suits or other
proceedings deemed by the Secured Parties necessary or advisable for the
purpose of collecting or enforcing payment and performance thereof;


 


(ii)                                           to take possession of any or all of the
Collateral and to use, hold, store, operate, merge and/or control the same and
to exclude 


 


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such Subtenant and
all Persons claiming under it wholly or partly therefrom, and, for that
purpose, to enter, with the aid and assistance of any Person or Persons and
with or without legal process, any premises where the Collateral, or any part
thereof, are, or may be, placed or assembled, and to remove any such Collateral;


 


(iii)                                        from time to time, at the expense of such Subtenant,
to make all such repairs, replacements, alterations, additions and improvements
to and of the Collateral as the Secured Parties may reasonably deem proper; to
carry on the business and to exercise all rights and powers of such Subtenant
in respect to the Collateral, as the Secured Parties shall deem best, including
the right to enter into any and all such agreements with respect to the
leasing, management and/or operation of the Collateral or any part thereof as
the Secured Parties may see fit; to collect and receive all rents, issues,
profits, fees, revenues and other income of the same and every part thereof
which rents, issues, profits, fees, revenues and other income may be applied to
pay the expenses of holding and operating the Collateral and of conducting the
business thereof, and of all maintenance, repairs, replacements, alterations,
additions and improvements, and to make all payments which the Secured Parties
may be required or may elect to make, if any, for taxes, assessments, insurance
and other charges upon the Collateral or any part thereof, and all other
payments which the Secured Parties may be required or authorized to make under
any provision of this Agreement (including, without limitation, reasonable
legal costs and attorneys’ fees);


 


(iv)                                       to execute any instrument and do all other things
necessary and proper to protect and preserve and realize upon the Collateral
and the other rights contemplated hereby;


 


(v)                                          upon notice to such effect, to require any Subtenant
to deliver, at such Subtenant’s expense, any or all Collateral which is
reasonably movable to the Secured Parties at a 


 


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place designated
by the Secured Parties, and after delivery thereof such Subtenant shall have no
further claim to or interest in the Collateral; and


 


(vi)                                       without obligation to resort to other security, at any
time and from time to time, to sell, re-sell, assign and deliver all or any of
the Collateral, in one or more parcels at the same or different times, and all
right, title and interest, claim and demand therein and right of redemption
thereof, at public or private sale, for cash, upon credit or for future
delivery, and at such price or prices and on such terms as the Secured Parties
may determine, with the amounts realized from any such sale to be applied to
the Obligations in the manner determined by the Secured Parties.


 


Each
Subtenant hereby agrees that all of the foregoing may be effected without
demand, advertisement or notice (except as hereinafter provided or as may be
required by law), all of which (except as hereinafter provided) are hereby
expressly waived, to the maximum extent permitted by law.  The Secured Parties shall not be obligated to
do any of the acts hereinabove authorized and in the event that the Secured
Parties elect to do any such act, the Secured Parties shall not be responsible
to any Subtenant.


 


(b)                                 Upon the occurrence and during the
continuance of an Event of Default, the Secured Parties may take legal
proceedings for the appointment of a receiver or receivers (to which the
Secured Parties shall be entitled as a matter of right) to take possession of
the Collateral pending the sale thereof pursuant either to the powers of sale
granted by this Agreement or to a judgment, order or decree made in any
judicial proceeding for the foreclosure or involving the enforcement of this
Agreement.  If, after the exercise of any
or all of such rights and remedies, any of the Obligations shall remain unpaid
or unsatisfied, such Subtenant shall remain liable for any deficiency or
performance thereof, as applicable.


 


(c)                                  Upon any sale of any of the Collateral,
whether made under the power of sale hereby given or under judgment, order or
decree in any judicial proceeding for the foreclosure or involving the
enforcement of this Agreement:


 


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(i)                                              the Secured Parties may bid for and
purchase the property being sold and, upon compliance with the terms of sale,
may hold, retain and possess and dispose of such property in its own absolute
right without further accountability, and may, in paying the purchase money
therefor, deliver any instruments evidencing the Obligations or agree to the
satisfaction of all or a portion of the Obligations in lieu of cash in payment
of the amount which shall be payable thereon, and such instruments, in case the
amounts so payable thereon shall be less than the amount due thereon, shall be
returned to the Secured Parties after being appropriately stamped to show
partial payment;


 


(ii)                                           the Secured Parties may make and deliver
to the purchaser or purchasers a good and sufficient deed, bill of sale and
instrument of assignment and transfer of the property sold;


 


(iii)                                        all right, title, interest, claim and demand
whatsoever, either at law or in equity or 
otherwise, of any Subtenant of, in and to the property so sold shall be
divested; such sale shall be a perpetual bar both at law and in equity against
such Subtenant, its successors and assigns, and against any and all Persons
claiming or who may claim the property sold or any part thereof from, through
or under such Subtenant, its successors or assigns;


 


(iv)                                       the receipt of the Secured Parties or of the officers
thereof making such sale shall be a sufficient discharge to the purchaser or
purchasers at such sale for his or their purchase money, and such purchaser or
purchasers, and his or their assigns or personal representatives, shall not,
after paying such purchase money and receiving such receipt of the Secured
Parties or of such officer therefor, be obliged to see to the application of
such purchase money or be in any way answerable for any loss, misapplication or
nonapplication thereof; and


 


(v)                                          to the extent that it may lawfully do so, each
Subtenant agrees that it will not at any time 


 


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insist upon, or
plead, or in any manner whatsoever claim or take advantage of, any
appraisement, valuation, stay, extension or redemption laws, or any law
permitting it to direct the order in which the Collateral or any part thereof
shall be sold, now or at any time hereafter in force, which may delay, prevent
or otherwise affect the performance or enforcement of this Agreement or any
other document, the Amended Lease No. 1 or any other document or agreement
entered into in connection herewith or therewith, and each Subtenant hereby
expressly waives all benefit or advantage of any such laws and covenants that
it will not hinder, delay or impede the execution of any power granted or
delegated to the Secured Parties in this Agreement, but will suffer and permit
the execution of every such power as though no such laws were in force.


 


In the
event of any sale of Collateral pursuant to this Section 7, the
Secured Parties shall, at least ten (10) days before such sale, give the
applicable Subtenant written notice of its intention to sell, except that, if
the Secured Parties shall determine in its reasonable discretion that any of
such Collateral threatens to decline in value, any such sale may be made upon
three (3) days’ written notice to the applicable Subtenant, which time
periods each Subtenant hereby agrees are reasonable.


 


(d)  The Secured Parties are hereby
irrevocably appointed the true and lawful attorney-in-fact of each Subtenant in
its name and stead, to make all necessary deeds, bills of sale and instruments
of assignment and transfer of the property sold pursuant to this Section 7
and for such other purposes as are necessary or desirable to effectuate the
provisions of this Agreement, and for that purpose it may execute and deliver
all necessary deeds, bills of sale and instruments of assignment and transfer,
and may substitute one or more Persons with like power, each Subtenant hereby
ratifying and confirming all that its said attorney, or such substitute or
substitutes, shall lawfully do by virtue hereof.  If so requested by the Secured Parties or by
any purchaser, each Subtenant shall ratify and confirm any such sale or
transfer by executing and delivering to the Secured Parties or to such
purchaser all property, deeds, bills of sale, instruments or assignment and
transfer and releases as may be designated in any such request.


 


15

















 


Section 8. 
Application of Moneys.  All moneys
which the Secured Parties shall receive pursuant hereto shall first be applied
(to the extent thereof) to the payment of all reasonable costs and expenses
incurred in connection with the administration and enforcement of, or the
preservation of any rights under, this Agreement or the Amended Lease No. 1
(including, without limitation, the reasonable fees and disbursements of its
counsel and agents) and the balance, if any, shall be applied first to accrued
and unpaid interest, charges and fees on, and then to outstanding principal of,
any Obligations or any other obligations of Tenant or the Subtenants (or their
affiliates) to the Secured Parties, and then to any other amounts outstanding
on any such Obligations and then as required by law to any other parties having
an interest therein.


 


Section 9. 
Waivers, Etc.  Each
Subtenant, on its own behalf and on behalf of its successors and assigns,
hereby waives presentment, demand, notice, protest and, except as is otherwise
specifically provided herein, all other demands and notices in connection with
this Agreement or the enforcement of the rights of the Secured Parties
hereunder or in connection with any Obligations or any Collateral; waives all
rights to require a marshaling of assets by the Secured Parties; consents to
and waives notice of (i) the substitution, release or surrender of any
Collateral, (ii) the addition or release of Persons primarily or
secondarily liable on any Obligation or on any Collateral, (iii) the
acceptance of partial payments on any Collateral and/or the settlement or
compromise thereof, (iv) any requirement of diligence or promptness on the
part of the Secured Parties in the enforcement of any rights in respect of any
Collateral or any other agreement or instrument directly or indirectly relating
thereto, and (v) any enforcement of any present or future agreement or
instrument relating directly or indirectly to the Collateral.  No delay or omission on the part of the
Secured Parties or any holder of Obligations in exercising any right hereunder
shall operate as a waiver of such right or of any other right hereunder.  No waiver of any such right on any one
occasion shall be construed as a bar to or waiver of any such right on any
future occasion.  No course of dealing
between any Subtenant and the Secured Parties or any holder of Obligations, nor
any failure to exercise, nor any delay in exercising, on the part of the
Secured Parties or any holder of Obligations, any right, power or privilege
hereunder or under any of the Obligations, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege hereunder
or thereunder preclude any other or further exercise thereof, or the exercise
of any other right, power or privilege.


 


16

















 


Each
Subtenant further waives any right it may have under the constitution of any
state or commonwealth in which any of the Collateral may be located, or under
the Constitution of the United States of America, to notice (except for notice
specifically required hereby) or to a judicial hearing prior to the exercise of
any right or remedy provided by this Agreement to the Secured Parties, and
waives its rights, if any, to set aside or invalidate any sale duly consummated
in accordance with the foregoing 
provisions hereof on the grounds (if such be the case) that the sale was
consummated without a prior judicial hearing. 
EACH SUBTENANT’S WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN
APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS
POSSIBLE ALTERNATIVE RIGHTS.


 


The
Secured Parties shall not be required to marshal any present or future security
for (including without limitation this Agreement and the Collateral pledged
hereunder), or guaranties of, the Obligations or any of them, or to resort to
such security or guaranties in any particular order; and all of the rights
hereunder and in respect of such securities and guaranties shall be cumulative
and in addition to all other rights, however existing or arising.  To the maximum extent permitted by applicable
law, each Subtenant hereby agrees that it will not invoke any law relating to
the marshalling of collateral, which might cause delay in or impede the
enforcement of the Secured Parties’ rights under this Agreement or under any
other instrument evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured or
guaranteed, and, to the maximum extent permitted by applicable law, each
Subtenant hereby irrevocably waives the benefits of all such laws.


 


Section 10. 
Further Assurances as to Collateral; Attorney-in-Fact. 
From time to time hereafter, each Subtenant will execute and deliver, or
will cause to be executed and delivered, such additional instruments,
certificates or documents (including, without limitation, financing statements,
renewal statements, mortgages, collateral assignments and other security
documents), and will take all such actions as the Secured Parties may
reasonably request, for the purposes of implementing or effectuating the
provisions of this Agreement or of more fully perfecting or renewing the
Secured Parties’ rights with respect to the Collateral (or with respect to any
additions thereto or replacements or proceeds thereof or with respect to any
other property or assets hereafter acquired by such Subtenant which may be
deemed to be a part of the Collateral) pursuant hereto and thereto.  The Secured Parties are hereby 


 


17

















 


appointed the attorney-in-fact, with full power of
substitution, of the Subtenants for the purpose of carrying out the provisions
of this Agreement and taking any action, including, without limitation,
executing, delivering and filing applications, certificates, instruments and
other documents and papers with governmental authorities, and executing any
instruments, including without limitation financing or continuation statements,
deeds to secure debt, mortgages, assignments, conveyances, assignments and
transfers which are required to be taken or executed by any Subtenant under
this Agreement, on its behalf and in its name which appointment is coupled with
an interest, is irrevocable and durable and shall survive the subsequent
dissolution, disability or incapacity of such Subtenant.


 


Section 11. 
Arbitration.  The Secured
Parties or any Subtenant may elect to submit any dispute hereunder that has an
amount in controversy in excess of $250,000 to arbitration hereunder.  Any such dispute shall be resolved in
accordance with the Commercial Arbitration Rules of the American
Association then pertaining and the decision of the arbitrators with respect to
such dispute shall be binding, final and conclusive on the parties.


 


In the
event the Secured Parties or any Subtenant shall elect to submit any such
dispute to arbitration hereunder, the Secured Parties and such Subtenant shall
each appoint and pay all fees of a fit and impartial person as arbitrator with
at least ten (10) years’ recent professional experience in the general
subject matter of the dispute.  Notice of
such appointment shall be sent in writing by each party to the other, and the
arbitrators so appointed, in the event of their failure to agree within thirty
(30) days after the appointment of the second arbitrator upon the matter so submitted,
shall appoint a third arbitrator.  If
either the Secured Parties or such Subtenant shall fail to appoint an
arbitrator, as aforesaid, for a period of twenty (20) days after written notice
from the other party to make such appointment, then the arbitrator appointed by
the party having made such appointment shall appoint a second arbitrator and
the two (2) so appointed shall, in the event of their failure to agree
upon any decision within thirty (30) days thereafter, appoint a third
arbitrator.  If such arbitrators fail to
agree upon a third arbitrator within forty five (45) days after the appointment
of the second arbitrator, then such third arbitrator shall be appointed by the
American Arbitration Association from its qualified panel of arbitrators, and
shall be a person having at least ten (10) years’ recent professional
experience as to the subject matter in question.  The fees of 


 


18

















 


the third arbitrator and the expenses incident to the
proceedings shall be borne equally between the Secured Parties and such
Subtenant, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the
parties, and the fees of expert witnesses and other witnesses called for the
parties, shall be paid by the respective party engaging such counsel or calling
or engaging such witnesses.


 


The
decision of the arbitrators shall be rendered within thirty (30) days after
appointment of the third arbitrator. 
Such decision shall be in writing and in duplicate, one counterpart
thereof to be delivered to the Secured Parties and one to the Subtenants.  A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance
with the rules and statutes applicable thereto then obtaining.


 


Section 12. 
Appointment of Agent for Secured Parties.  Each of the Secured Parties hereby appoints SPTMNR
Properties Trust as its agent for the following purposes under this Agreement
(including, without limitation, the full power and authority to act on the
Secured Parties’ behalf for such purposes): (i) to give or receive
notices, demands, claims and other communications on behalf of the Secured
Parties under this Agreement, and (ii) to receive and hold any and all
Collateral which is to be delivered from time to time by the Subtenants to the
Secured Parties in accordance with the terms and conditions of this Agreement.


 


Section 13. 
Notices.  (a) Any
and all notices, demands, consents, approvals, offers, elections and other
communications required or permitted under this Agreement shall be deemed
adequately given if in writing and the same shall be delivered either in hand,
by telecopier with electronic confirmation of receipt, or by mail or Federal
Express or similar expedited commercial carrier, addressed to the recipient of
the notice, postpaid and registered or certified with return receipt requested
(if by mail), or with all freight charges prepaid (if by Federal Express or
similar carrier).


 


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


 


19

















 


required delivery shall automatically be extended to
the next Business Day.


 


(c)                                  All such notices shall be addressed,


 


if to the Secured Parties
to:


 


c/o Senior Housing
Properties Trust


400 Centre Street


Newton,
Massachusetts  02458


Attn:  Mr. David J. Hegarty


[Telecopier No. (617)
796-8349]


 


if to any Subtenant to:


 


c/o 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, the
parties hereto and their respective successor and assigns shall have the right
from time to time and at any time during the term of this Agreement to change
their respective notice addresses effective upon receipt by the other parties
of such notice and each shall have the right to specify as its address any
other address within the United States of America or to such other address as
the party to whom such notice is directed may have designated in writing to the
other parties hereto.


 


Section 14. 
Miscellaneous.


 


(a)                                  Each Subtenant agrees that its
obligations and the rights of the Secured Parties hereunder and in respect of
the Obligations may be enforced by specific performance hereof and thereof and
by temporary, preliminary and/or final injunctive relief relating hereto and
thereto, without necessity for proof by the Secured Parties or any holder of
the Obligations that it would otherwise suffer irreparable harm, and each
Subtenant hereby consents to the issuance of such specific and injunctive
relief.


 


(b)                                 None of the terms and conditions of this
Agreement may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by the Subtenants and the Secured Parties.  No notice to or demand on any Subtenant in
any case shall entitle any Subtenant to any other or further notice or demand
in similar or other 


 


20

















 


circumstances or
constitute a waiver of any of the rights of the Secured Parties to any other or
further action in any circumstances without notice or demand.


 


(c)                                  The obligations of each Subtenant
hereunder shall remain in full force and effect without regard to, and shall
not be impaired by, (i) any bankruptcy, insolvency, reorganization,
arrangement, readjustment, composition, liquidation or the like of Tenant; (ii) any
exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement, the Amended Lease No. 1
or any document or agreement executed in connection herewith or therewith, the
Obligations or any security for any of the Obligations; or (iii) any
amendment to or modification of any of the Amended Lease No. 1 or any
document or agreement executed in connection herewith or therewith, the
Obligations or any security for any of the Obligations; whether or not such
Subtenant shall have notice or knowledge of any of the foregoing.  The rights and remedies of the Secured
Parties herein provided for are cumulative and not exclusive of any rights or
remedies which the Secured Parties would otherwise have, including, without
limitation, under the Amended Lease No. 1 or any document or agreement
executed in connection herewith or therewith. 
This Agreement is intended as a supplement for and is not intended to
supersede in any respect the Amended Lease No. 1 or any document or
agreement executed in connection herewith or therewith.


 


(d)                                 This Agreement shall be binding upon each
Subtenant and its successors and assigns and shall inure to the benefit of the
Secured Parties, and its respective successors and assigns.  All agreements, representations and
warranties made herein shall survive the execution and delivery of this
Agreement.


 


(e)                                  The descriptive headings of the several
sections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.


 


(f)                                    Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibitions or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


21

















 


(g)                                 This Agreement shall be interpreted,
construed, applied and enforced in accordance with the laws of the Commonwealth
of Massachusetts applicable to contracts between residents of Massachusetts
which are to be performed entirely within Massachusetts, regardless of (i) where
this Agreement is executed or delivered; or (ii) where any payment or
other performance required by this Agreement is made or required to be made; or
(iii) where any breach of any provision of this Agreement occurs, or any
cause of action otherwise accrues; or (iv) where any action or other
proceeding is instituted or pending; or (v) the nationality, citizenship,
domicile, principle place of business, or jurisdiction of organization or
domestication of any party; or (vi) whether the laws of the forum
jurisdiction otherwise would apply the laws of a jurisdiction other than the
Commonwealth of Massachusetts; or (vii) any combination of the
foregoing.  Notwithstanding the
foregoing, to the extent that matters of title, or creation, perfection and
priority of the security interests created hereby, or procedural issues of
foreclosures are required to be governed by the laws of the state in which the
Collateral, or relevant part thereof, is located, the laws of such State shall
apply.


 


Section 15. 
NONLIABILITY OF TRUSTEES.  THE
DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE SECURED
PARTIES, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY,
THE “DECLARATIONS”), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND
TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES
REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE
OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES.  ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY
WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM
OR THE PERFORMANCE OF ANY OBLIGATION.


 


Section 16.  Original Security Agreements.  The Secured Parties and Subtenants
acknowledge and agree that this Agreement amends and restates the Original
Subtenant Security Agreements in their entirety with respect to the Collateral
and that this Agreement shall govern the rights and obligations of the Secured
Parties and Subtenants with respect to the Collateral from and after the date
of this Agreement.  Notwithstanding the foregoing,
the Original Subtenant Security Agreements shall continue to govern the rights
and obligations of the Secured 


 


22

















 


Parties and Subtenants with respect to the Collateral
prior to the date of this Agreement.


 


[Remainder of page intentionally
left blank.]


 


23

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under seal as of the date first above written.


 


	
   

  	
  SUBTENANTS:

  
	
   

  	
   

  
	
   

  	
  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, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-IL, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-KS, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-MD, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-MN, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-MO, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-MS, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-NE, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-NC, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-SAVANNAH
  LLC,

  
	
   

  	
  FIVE
  STAR QUALITY CARE-TX, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-WI, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-WY, LLC,

  
	
   

  	
  FIVE STAR QUALITY CARE-VA, LLC,
  

  
	
   

  	
  MORNINGSIDE OF GALLATIN, LLC, 

  
	
   

  	
  MORNINGSIDE OF BELMONT, LLC

  
	
   

  	
  FIVE STAR QUALITY CARE-IA,
  INC.,

  
	
   

  	
  FIVE STAR QUALITY CARE-NE,
  INC.,

  
	
   

  	
  THE HEARTLANDS RETIREMENT COMMUNITY – ELLICOTT CITY I, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Travis K.
  Smith

  
	
   

  	
   

  	
  Travis
  K. Smith

  
	
   

  	
   

  	
  Vice
  President of each of the

  foregoing entities

  



 

















 


	
   

  	
  MORNINGSIDE OF ANDERSON, L.P.,

  MORNINGSIDE OF ATHENS, LIMITED

  PARTNERSHIP, MORNINGSIDE OF COLUMBUS,

  L.P., MORNINGSIDE OF DALTON, LIMITED

  PARTNERSHIP, MORNINGSIDE OF EVANS,

  LIMITED PARTNERSHIP, MORNINGSIDE OF

  GREENWOOD, L.P. and MORNINGSIDE
  OF

  KENTUCKY, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  LifeTrust
  America, Inc.,

  
	
   

  	
   

  	
  General
  Partner of each of 

  the foregoing entities

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Travis K.
  Smith

  
	
   

  	
   

  	
   

  	
  Travis
  K. Smith

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MORNINGSIDE OF BELLGRADE, RICHMOND,

  LLC, MORNINGSIDE OF CHARLOTTESVILLE,

  LLC, MORNINGSIDE OF NEWPORT NEWS, LLC

  and MORNINGSIDE OF SKIPWITH – 

  RICHMOND, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  LifeTrust
  America, Inc.,

  
	
   

  	
   

  	
  Member
  of each of the 

  foregoing entities

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Travis K.
  Smith

  
	
   

  	
   

  	
   

  	
  Travis
  K. Smith

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
					



 

















 


	
   

  	
  SECURED PARTIES:

  
	
   

  	
   

  
	
   

  	
  ELLICOTT CITY LAND I LLC,
  ELLICOTT

  CITY LAND II LLC, SNH CHS PROPERTIES

  TRUST, SPTIHS PROPERTIES TRUST,

  SPTMNR PROPERTIES TRUST, SNH/LTA

  PROPERTIES TRUST, SNH/LTA PROPERTIES

  GA LLC, and SAVANNAH SQUARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/ Richard A.
  Doyle

  
	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
  Treasurer
  and Chief Financial

  Officer of each of the foregoing 

  entities

  



 
















 


EXHIBIT A


 


SUBLEASES


 


1.     Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-AZ, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated March 1, 2004 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


2.     Sublease Agreement, dated December 31, 2001, by
and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord,
and Five Star Quality Care-Colorado, LLC, Delaware limited liability company,
as subtenant, as amended by that certain Letter Agreement dated March 1,
2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated as of June 30, 2008, by and
among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of
Five Star Quality Care, Inc., as subtenants.


 


3.     Sublease Agreement, dated December 31, 2001, by
and between Five Star Quality Care Trust, a Maryland business trust, as
sublandlord, and Five Star Quality Care-IA, LLC, a Delaware limited liability
company, as subtenant, as amended by that certain Letter Agreement dated March 1,
2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated June 30, 2008 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.


 


4.     Sublease Agreement, dated December 31, 2001, by
and between Five Star Quality Care Trust, a Maryland business trust, as
sublandlord, and Five Star Quality Care-WY, LLC, a Delaware limited liability
company, as subtenant, as amended by that certain Letter Agreement dated March 1,
2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated June 30, 2008 by


 

















 


and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.


 


5.     Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-IA, Inc., a Delaware
corporation, as subtenant, as amended by that certain Letter Agreement dated March 1,
2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain
Letter Agreement dated June 30, 2008 by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


6.     Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-NE, Inc., a Delaware
corporation, as subtenant, as amended by that certain Letter Agreement dated March 1,
2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated June 30, 2008 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.


 


7.     Sublease Agreement, dated October 25,
2002, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality
Care Trust), as sublandlord, and Five Star Quality Care-MD, LLC, a Delaware
limited liability company, as subtenant, as amended by that certain Letter
Agreement dated March 1, 2004 by and among Five Star Quality Care Trust,
as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as
further amended by that certain Letter Agreement dated June 30, 2008 by
and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates
of Five Star Quality Care, Inc., as subtenants.


 


8.     Sublease Agreement, dated October 25,
2002, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality
Care Trust), as sublandlord, and Five Star Quality Care-NC, LLC, a Delaware
limited liability company, as subtenant, as amended by that certain Letter
Agreement dated March 1, 2004 by and among Five Star Quality Care Trust,
as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as
further amended by that certain Letter Agreement dated June 30, 2008 by
and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates
of Five Star Quality Care, Inc., as subtenants.


 

















 


9.     Sublease Agreement, dated October 25,
2002, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality
Care Trust), as sublandlord, and Five Star Quality Care-VA, LLC, a Delaware
limited liability company, as subtenant, as amended by that certain First
Amendment to Sublease Agreement, dated May 30, 2003, by and between
FVE-CHS LLC (predecessor by merger to Five Star Quality Care Trust), as
sublandlord, and Five Star Quality Care-VA, LLC, as subtenant, and that certain
Letter Agreement dated March 1, 2004 by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants, as
further amended by that certain Letter Agreement dated June 30, 2008 by
and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates
of Five Star Quality Care, Inc., as subtenants.


 


10.              Sublease
Agreement, dated September 30, 2003, by and between FVE-CHS LLC
(predecessor by merger to Five Star Quality Care Trust), as sublandlord, and
Five Star Quality Care-CA, LLC, a Delaware limited liability company, as
subtenant, as amended by that certain Letter Agreement dated March 1, 2004
by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter
Agreement dated June 30, 2008 by and among Five Star Quality Care Trust,
as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.


 


11.        Sublease Agreement, dated March 1,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and The Heartlands Retirement Community - Ellicott City I, Inc.,
a Maryland corporation, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


12.        Sublease Agreement, dated June 23,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-MO, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.


 


13.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Skipwith-Richmond, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among 


 

















 


Five Star Quality Care Trust, as sublandlord, and
Certain Affiliates of Five Star Quality Care, Inc., as subtenants.


 


14.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Newport News, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


15.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Charlottesville, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


16.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Bellgrade, Richmond, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


17.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Gallatin, LLC, a Delaware limited liability
company, as subtenant, as
amended by that certain Letter Agreement dated June 30, 2008 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.


 


18.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Anderson, L.P., a Delaware limited
partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by
and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates
of Five Star Quality Care, Inc., as subtenants.


 


19.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Evans, Limited Partnership, a Delaware
limited partnership, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five 


 

















 


Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


20.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Athens, Limited Partnership, a Delaware
limited partnership, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


21.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Columbus, L.P., a Delaware limited
partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by
and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates
of Five Star Quality Care, Inc., as subtenants.


 


22.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Dalton, Limited Partnership, a Delaware
limited partnership, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


23.        Sublease Agreement, dated June 3,
2005, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Greenwood, L.P., a Delaware limited
partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by
and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates
of Five Star Quality Care, Inc., as subtenants.


 


24.        Sublease Agreement, dated October 31,
2005, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited
liability company, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


25.        Amended and Restated
Sublease Agreement, dated September 1, 2006, by and between Five Star
Quality Care Trust, a Maryland business trust, as Sublandlord, and Five Star
Quality Care-CA, LLC, a Delaware limited liability company, as Subtenant, as amended by that certain Letter
Agreement dated June 30, 2008 by and among Five Star Quality Care Trust,
as sublandlord, and 


 

















 


Certain Affiliates of
Five Star Quality Care, Inc., as subtenants.


 


26.        Sublease Agreement, dated September 1,
2006, by and between Five Star Quality Care Trust, a Maryland business trust,
as Sublandlord, and Five Star Quality Care-FL, LLC, a Delaware limited
liability company, as Subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


27.        Sublease Agreement, dated September 1,
2006, by and between Five Star Quality Care Trust, a Maryland business trust,
as Sublandlord, and Five Star Quality Care-IL, LLC, a Maryland limited
liability company, as Subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


28.        Sublease Agreement, dated October 1,
2006, by and between Five Star Quality Care Trust, a Maryland business trust,
as Sublandlord, and Five Star Quality Care-MS, LLC, a Maryland limited
liability company, as Subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


29.        Second Amended
and Restated Sublease Agreement, dated November 1, 2006, by and between
Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and
Five Star Quality Care-GA, LLC, a Delaware limited liability company, as
subtenant, as amended
by that certain Letter Agreement dated June 30, 2008 by and among Five
Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star
Quality Care, Inc., as subtenants.


 


30.        Second Amended and Restated
Sublease Agreement, dated November 6, 2006, by and between Five Star
Quality Care Trust, a Maryland business trust, as Sublandlord, and Morningside
of Kentucky, Limited Partnership, a Delaware limited partnership, as Subtenant,
as amended by that
certain Letter Agreement dated June 30, 2008 by and among Five Star
Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality
Care, Inc., as subtenants.


 


31.        Amended and Restated
Sublease Agreement, dated January 1, 2007, by and between Five Star
quality Care Trust, a Maryland business trust, and Morningside of Belmont, LLC,
a Delaware limited liability company, as amended by that certain Letter 


 

















 


Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


32.        Amended and Restated Sublease Agreement,
dated January 4, 2008, by and between Five Star Quality Care Trust, a
Maryland business trust, as sublandlord, and Five Star Quality Care-WI, LLC, a
Delaware limited liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008 by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


33.        Sublease Agreement, dated February 7,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-TX, LLC, a Maryland limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.


 


34.        Second Amended and Restated Sublease Agreement, dated February 17,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-NE, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.


 


35.        Sublease Agreement, dated March 1,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-MN, LLC, a Maryland limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.


 


36.        Sublease Agreement, dated April 1,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-Savannah, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.


 


37.        Confirmatory Sublease Agreement, dated as
of June 30, 2008 but effective as of October 25, 2002, by and between
Five Star Quality Care Trust, a Maryland business trust and successor by 


 

















 


merger to FVE-CHS LLC, a Delaware limited liability
company, as sublandlord, and Five Star Quality Care-KS, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated March 1, 2004 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 

















 


SCHEDULE 1


 


	
  Subtenant Name, Organizational

  Structure & Corporate Identification

  Number:

  	
   

  	
  Chief Executive

  Office & Principal

  Place of Business:

  	
   

  	
  Other Names

  
	
  Five Star Quality
  Care-AZ, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-AZ, LLC

  
	
  Five Star Quality Care-CA,
  LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-CA, LLC

  
	
  Five Star Quality
  Care-Colorado, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-Colorado, LLC

  
	
  Five Star Quality
  Care-GA, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-GA, LLC

  
	
  Five Star Quality
  Care-IA, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-IA, LLC

  
	
  Five Star Quality
  Care-IA, INC.,

  a Delaware corporation

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-IA, INC.

  
	
  Five Star Quality
  Care-KS, LLC,

  a Delaware limited liability company

  No:                                                        

  	
   

  	
  400 Centre, St.

  Newton, MA 02458

  	
   

  	
  SHOPCO-KS, LLC

  
	
  Five Star
  Quality Care-MD, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre
  Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star
  Quality Care-MO, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre
  Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-MO, LLC

  
	
  Five Star Quality
  Care-NC, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star Quality
  Care-NE, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-NE, LLC

  
	
  Five Star Quality
  Care-NE, INC.,

  a Delaware corporation

  No:                                                        

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-NE, Inc.

  
	
  Five Star Quality
  Care-Savannah, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star Quality
  Care-VA, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star Quality
  Care-WI, LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-WI, LLC

  
	
  Five Star Quality Care-WY,
  LLC,

  a Delaware limited liability company

  No:
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  SHOPCO-WY, LLC

  



 

















 


	
  Subtenant Name, Organizational

  Structure & Corporate Identification

  Number:

  	
   

  	
  Chief Executive

  Office & Principal

  Place of Business:

  	
   

  	
  Other Names

  
	
  The Heartlands
  Retirement Community - Ellicott City I, Inc.,

  a Maryland corporation

  No.
                                                         

  	
   

  	
  400 Centre
  Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of
  Skipwith-Richmond, LLC,

  a Delaware limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of Newport
  News, LLC,

  a Delaware limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of
  Charlottesville, LLC,

  a Delaware limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of
  Bellgrade, Richmond, LLC, 

  a Delaware limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of Gallatin,
  LLC,

  a Delaware limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of
  Anderson, L.P.,

  a Delaware limited partnership

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of
  Kentucky, Limited Partnership,

  a Delaware limited partnership

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of Evans,
  Limited Partnership,

  a Delaware limited partnership

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of Athens,
  Limited Partnership,

  a Delaware limited partnership

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of
  Columbus, L.P.,

  a Delaware limited partnership

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of Dalton,
  Limited Partnership,

  a Delaware limited partnership

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  



 

















 


	
  Subtenant Name, Organizational

  Structure & Corporate Identification

  Number:

  	
   

  	
  Chief Executive

  Office & Principal

  Place of Business:

  	
   

  	
  Other Names

  
	
  Morningside of Belmont,
  LLC,

  a Delaware limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Morningside of
  Greenwood, L.P.,

  a Delaware limited partnership

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star Quality
  Care-GHV, LLC,

  a Maryland limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star Quality
  Care-FL, LLC,

  a Delaware limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star Quality
  Care-IL, LLC,

  a Maryland limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star Quality
  Care-MS, LLC,

  a Maryland limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star Quality
  Care-TX, LLC,

  a Maryland limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  
	
  Five Star Quality
  Care-MN, LLC,

  a Maryland limited liability company

  No.
                                                         

  	
   

  	
  400 Centre Street

  Newton, MA 02458

  	
   

  	
  None.

  



 
















 


SCHEDULE 2


 


The Facilities


 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARIZONA:

  	
   

  	
  LA
  MESA HEALTHCARE CENTER

  2470 S. Arizona Avenue

  Yuma, AZ 85364

  	
   

  	
  Five
  Star Quality Care-AZ, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUNQUEST
  VILLAGE OF YUMA

  265 E. 24th Street

  Yuma, AZ 85364

  	
   

  	
  Five
  Star Quality Care-AZ, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CALIFORNIA:

  	
   

  	
  LANCASTER
  HEALTHCARE CENTER

  1642 West Avenue J

  Lancaster, CA 93534

  	
   

  	
  Five
  Star Quality Care-CA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEISURE
  POINTE

  1371 Parkside Drive  San

  Bernardino, CA 92404

  	
   

  	
  Five
  Star Quality Care-CA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RIO LAS PALMAS

  877 East March Lane

  Stockton, CA 95207

  	
   

  	
  Five
  Star Quality Care-CA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VAN
  NUYS HEALTH CARE CENTER

  6835 Hazeltine Street

  Van Nuys, CA 91405

  	
   

  	
  Five
  Star Quality Care-CA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COLORADO:

  	
   

  	
  CHERRELYN
  HEALTHCARE CENTER

  5555 South Elati Street

  Littleton, CO 80120

  	
   

  	
  Five
  Star Quality Care-Colorado, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LA
  VILLA GRANDE CARE CENTER

  2501 Little Bookcliff Drive

  Grand Junction, CO 81501

  	
   

  	
  Five Star Quality
  Care-Colorado, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MANTEY
  HEIGHTS REHABILITATION & CARE CENTER

  2835 Patterson Road

  Grand Junction, CO 81501

  	
   

  	
  Five
  Star Quality Care-Colorado, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SKYLINE
  RIDGE NURSING & REHABILITATION CENTER

  515 Fairview

  Canon City, CO 81212

  	
   

  	
  Five
  Star Quality Care-Colorado, LLC

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FLORIDA:

  	
   

  	
  BUENA
  VIDA

  8901 Tamiami Trail East

  Naples, FL 34113

  	
   

  	
  Five
  Star Quality Care-FL, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COURT
  AT PALM-AIRE

  2701 North Course Drive

  Pompano Beach, FL 33069

  	
   

  	
  Five
  Star Quality Care-FL, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GEORGIA:

  	
   

  	
  COLLEGE PARK HEALTHCARE CENTER

  1765 Temple Avenue

  College Park, GA 30337

  	
   

  	
  Five Star Quality Care-GA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE
  OF ATHENS

  1291 Cedar Shoals Drive

  Athens, GA 30605

  	
   

  	
  Morningside
  of Athens, Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE OF COLUMBUS

  7100 South Stadium Drive

  Columbus, GA 31909

  	
   

  	
  Morningside of Columbus, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE
  OF DALTON

  2470 Dug Gap Road

  Dalton, GA 30720

  	
   

  	
  Morningside
  of Dalton, Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE
  OF EVANS

  353 N. Belair Road

  Evans, GA 30809

  	
   

  	
  Morningside
  of Evans, Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORTHLAKE GARDENS

  1300 Montreal Road

  Tucker, GA 30084

  	
   

  	
  Five Star Quality Care-GA,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENIOR LIVING OF MARSH
  VIEW

  7410 Skidaway Road

  Savannah, GA 31406-6446

  	
   

  	
  Five Star Quality Care-GA,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAVANNAH SQUARE

  One Savannah Square Drive

  Savannah, GA 31406

  	
   

  	
  Five Star Quality
  Care-Savannah, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ILLINOIS:

  	
   

  	
  BRENDEN
  GARDENS

  900 South Wind Road

  Springfield, IL 62703

  	
   

  	
  Five
  Star Quality Care-IL, LLC

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IOWA:

  	
   

  	
  PARK PLACE

  114 East Green Street

  Glenwood, IA 51534

  	
   

  	
  Five Star Quality Care-IA, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRAIRIE
  RIDGE CARE & REHABILITATION

  308 Prairie Street

  Mediapolis, IA 52637

  	
   

  	
  Five
  Star Quality Care-IA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNION PARK HEALTH SERVICES

  2348 East 9th Street

  Des Moines, IA 50316

  	
   

  	
  Five Star Quality Care-IA, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WESTRIDGE
  QUALITY CARE & REHABILITATION

  600 Manor Drive

  Clarinda, IA 51632

  	
   

  	
  Five
  Star Quality Care-IA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KANSAS:

  	
   

  	
  OVERLAND PARK PLACE

  6555 West 75th Street

  Overland Park, KS 66204

  	
   

  	
  Five Star Quality
  Care-KS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KENTUCKY:

  	
   

  	
  ASHWOOD PLACE

  102 Leonardwood

  Frankfort, KY 40601

  	
   

  	
  Morningside of Kentucky,
  Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE OF MAYFIELD

  1517 West Broadway

  Mayfield, KY 42066

  	
   

  	
  Morningside of Kentucky,
  Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE NEIGHBORHOOD OF
  SOMERSET

  100 Neighborly Drive

  Somerset, KY 42501

  	
   

  	
  Morningside of Kentucky,
  Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARYLAND:

  	
   

  	
  HEARTLANDS AT ELLICOTT
  CITY

  3004 North Ridge Road

  Ellicott City, MD 21043

  	
   

  	
  The Heartlands Retirement
  Community - Ellicott City I, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ASPENWOOD

  14400 Homecrest Road

  Silver Spring, MD 20906

  	
   

  	
  Five Star Quality
  Care-MD, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HEARTFIELDS AT BOWIE

  7600 Laurel Bowie Road

  Bowie, MD 20715

  	
   

  	
  Five Star Quality
  Care-MD, LLC

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HEARTFIELDS AT EASTON

  700 Port Street

  Easton, MD 21601

  	
   

  	
  Five Star Quality
  Care-MD, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HEARTFIELDS AT
  FREDERICK

  (Dearbought Community)

  1820 Latham Drive

  Frederick, MD 21701

  	
   

  	
  Five Star Quality
  Care-MD, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HEARTLANDS AT SEVERNA
  PARK

  715 Benfield Road

  Severna Park, MD 21146

  	
   

  	
  Five Star Quality
  Care-MD, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MINNESOTA:

  	
   

  	
  WELLSTEAD OF ROGERS

  20500 and 20600 S. Diamond Lake Road

  Rogers, MN 55374

  	
   

  	
  Five Star Quality
  Care-MN, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISSISSIPPI:

  	
   

  	
  HERMITAGE GARDENS AT
  OXFORD

  1488 Belk Boulevard

  Oxford, MS 38655

  	
   

  	
  Five Star Quality Care-MS,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HERMITAGE GARDENS AT
  SOUTHAVEN

  108 Clarington Drive

  Southaven, MS 38671

  	
   

  	
  Five Star Quality Care-MS,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISSOURI:

  	
   

  	
  ARBOR
  VIEW (BEVERLY MANOR)

  1317 North 36th Street

  St. Joseph, MO 64506

  	
   

  	
  Five
  Star Quality Care-MO, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEBRASKA:

  	
   

  	
  ASHLAND
  CARE CENTER

  1700 Furnace Street

  Ashland, NE 68003

  	
   

  	
  Five
  Star Quality Care-NE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BLUE
  HILL CARE CENTER

  414 North Wilson Street

  Blue Hill, NE 68930

  	
   

  	
  Five
  Star Quality Care-NE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CENTENNIAL
  PARK RETIREMENT VILLAGE

  510 Centennial Circle

  North Platte, NE 69101

  	
   

  	
  Five
  Star Quality Care-NE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CENTRAL
  CITY CARE CENTER

  2720 South 17th Avenue

  Central City, NE 68462

  	
   

  	
  Five
  Star Quality Care-NE, INC.

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRETNA
  COMMUNITY CARE CENTER

  700 South Highway 6

  Gretna, NE 68028

  	
   

  	
  Five
  Star Quality Care-NE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROSE BROOK CARE CENTER

  Route 1 Box 83A

  Edgar, NE 68935

  	
   

  	
  Five Star Quality Care-NE, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUTHERLAND
  CARE CENTER

  333 Maple Street

  Sutherland, NE 69165

  	
   

  	
  Five
  Star Quality Care-NE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WAVERLY
  CARE CENTER

  11041 North 137th Street

  Waverly, NE 68462

  	
   

  	
  Five
  Star Quality Care-NE, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WESTGATE ASSISTED LIVING

  3030 South 80th Street

  Omaha, NE 68124

  	
   

  	
  Five Star Quality Care-NE,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NORTH CAROLINA:

  	
   

  	
  HEARTFIELDS AT CARY

  1050 Crescent Green Drive

  Cary, NC 27511

  	
   

  	
  Five Star Quality
  Care-NC, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PENNSYLVANIA:

  	
   

  	
  FRANCISCAN
  MANOR

  71 Darlington Road

  Beaver Falls, PA 15010

  	
   

  	
  Five
  Star Quality Care-GHV, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MOUNT
  VERNON OF ELIZABETH

  145 Broadlawn Drive

  Elizabeth, PA 15037

  	
   

  	
  Five
  Star Quality Care-GHV, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MOUNT
  VERNON OF SOUTH PARK

  1400 Riggs Road

  South Park, PA 15129

  	
   

  	
  Five
  Star Quality Care-GHV, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OVERLOOK
  GREEN

  5250 Meadowgreen Drive

  Pittsburgh, PA 15236

  	
   

  	
  Five Star Quality
  Care-GHV, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RIDGEPOINTE

  5301 Brownsville Road

  Pittsburgh, PA 15236

  	
   

  	
  Five Star Quality Care-GHV, LLC

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ROLLING HILLS MANOR

  600 Newport Drive

  Baldwin, PA 15234

  	
   

  	
  Five Star Quality Care-GHV, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SOUTH CAROLINA:

  	
   

  	
  MORNINGSIDE OF ANDERSON

  1304 McLees Road

  Anderson, SC 29621

  	
   

  	
  Morningside of Anderson,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE OF GREENWOOD

  116 Enterprise Court

  Greenwood, SC 29649

  	
   

  	
  Morningside of Greenwood,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TENNESSEE:

  	
   

  	
  MORNINGSIDE OF GALLATIN

  1085 Hartsville Pike

  Gallatin, TN 37066

  	
   

  	
  Morningside of Gallatin,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE OF BELMONT

  1710 Magnolia Boulevard

  Nashville, TN 37212

  	
   

  	
  Morningside of Belmont,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WALKING HORSE MEADOWS

  207 Uffelman Drive

  Clarksville, TN 37043

  	
   

  	
  Morningside of Belmont,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEXAS:

  	
   

  	
  HERITAGE PLACE AT BOERNE

  120 Crosspoint Drive

  Bourne, TX 78006

  	
   

  	
  Five Star Quality Care-TX,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HERITAGE PLACE AT
  FREDERICKSBURG

  96 Frederick Road

  Fredericksburg, TX 78624

  	
   

  	
  Five Star Quality Care-TX,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIRGINIA:

  	
   

  	
  MORNINGSIDE OF CHARLOTTESVILLE

  491 Crestwood Drive

  Charlottesville, VA 22903

  	
   

  	
  Morningside of
  Charlottesville, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE OF BELLGRADE

  2800 Polo Parkway

  Midlothian, VA 28113

  	
   

  	
  Morningside of Bellgrade,
  Richmond, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE OF NEWPORT
  NEWS

  655 Denbigh Boulevard

  Newport News, VA 23608

  	
   

  	
  Morningside of Newport
  News, LLC

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORNINGSIDE IN THE WEST
  END

  3000 Skipwith Road

  Richmond, VA 23294

  	
   

  	
  Morningside of
  Skipwith-Richmond, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DOMINION VILLAGE AT
  CHESAPEAKE

  2865 Forehand Drive

  Chesapeake, VA 23323

  	
   

  	
  Five Star Quality
  Care-VA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DOMINION VILLAGE AT
  POQUOSON

  531 Wythe Creek Road

  Poquoson, VA 23662

  	
   

  	
  Five Star Quality
  Care-VA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DOMINION VILLAGE AT
  WILLIAMSBURG

  4132 Longhill Road

  Williamsburg, VA 23188

  	
   

  	
  Five Star Quality
  Care-VA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HEARTFIELDS AT
  FREDERICKSBURG

  20 HeartFields Lane

  Fredericksburg, VA 22405

  	
   

  	
  Five Star Quality
  Care-VA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HEARTFIELDS AT RICHMOND

  500 North Allen Avenue

  (Corner of Grace)

  Richmond, VA 23220

  	
   

  	
  Five Star Quality
  Care-VA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WISCONSIN:

  	
   

  	
  MANORPOINTE-OAK
  CREEK  INDEPENDENT
  SENIOR APARTMENTS

  700 East Stonegate Drive

  Oak Creek, WI 53154

  	
   

  	
  Five Star Quality Care-WI,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MEADOWMERE-MADISON
  ASSISTED LIVING

  5601 Burke Road

  Madison, WI 53718

  	
   

  	
  Five
  Star Quality Care-WI, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MEADOWMERE/MITCHELL
  MANOR-OAK CREEK ASSISTAED LIVING AND CBRF

  701 East Puetz Road

  Oak Creek, WI 53154

  	
   

  	
  Five
  Star Quality Care-WI, LLC

  



 

















 


	
  State:

  	
   

  	
  Facility:

  	
   

  	
  Subtenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MEADOWMERE-NORTHSHORE ASSISTED LIVING

  10803 North Port Washington Road

  Mequon, WI 53902

  	
   

  	
  Five Star Quality Care-WI, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MEADOWMERE-SOUTHPORT
  ASSISTED LIVING

  8350 and 8351 Sheridan Road

  Kenosha, WI 53143

  	
   

  	
  Five
  Star Quality Care-WI, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MITCHELL
  MANOR SENIOR LIVING

  5301 West Lincoln Avenue

  West Allis, WI 53219

  	
   

  	
  Five Star Quality Care-WI,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RIVER
  HILLS WEST HEALTHCARE CENTER

  321 Riverside Drive

  Pewaukee, WI 53072

  	
   

  	
  Five Star Quality Care-WI,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUNNY
  HILL HEALTH CARE CENTER

  4325 Nakoma Road

  Madison, WI 53711

  	
   

  	
  Five
  Star Quality Care-WI, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WOODLAND
  HEALTHCARE CENTER

  18741 West Bluemound Road

  Brookfield, WI 53045

  	
   

  	
  Five
  Star Quality Care-WI, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WYOMING:

  	
   

  	
  LARAMIE
  CARE CENTER

  503 South 18th Street

  Laramie, WY 82070

  	
   

  	
  Five
  Star Quality Care-WY, LLC