Exhibit 10.5


 


AMENDED AND RESTATED SECURITY AGREEMENT


(LEASE NO. 1)


 


THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”)
is entered into as of the 30th day of June, 2008 by and among FIVE STAR QUALITY CARE TRUST, a Maryland
business trust (“Tenant”), and ELLICOTT
CITY LAND I LLC, a Delaware limited liability company, ELLICOTT CITY LAND II LLC, a Delaware
limited liability company, SNH CHS PROPERTIES
TRUST, a Maryland real estate investment trust, SPTIHS PROPERTIES TRUST, a Maryland real
estate investment trust, SPTMNR PROPERTIES
TRUST, a Maryland real estate investment trust, SNH/LTA PROPERTIES TRUST, a Maryland real
estate investment trust, SNH/LTA PROPERTIES
GA LLC, a Maryland limited liability company,  and
SAVANNAH SQUARE, INC., a Georgia corporation (together with their
successors and assigns, collectively, the “Secured Parties”).


 


W  I  T  N  E  S  S
E  T  H:


 


WHEREAS, certain of
the Secured Parties and 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, in connection
with the Original Lease, Tenant and certain of the Secured Parties are parties
to that certain Security Agreement, dated as of December 31, 2001 and that
certain Security Agreement, dated as of October 25, 2002, as each has been
confirmed from time to time (as so confirmed, the “Original Security
Agreements”), pursuant to which Tenant 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; 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, Tenant is
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; and


 

















 


WHEREAS, in connection
with the foregoing, Tenant and the Secured Parties wish to amend and restate
the Original 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; and


 


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, Tenant and the Secured
Parties hereby agree that the Original 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 Tenant’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 the
Leased Property 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


 


(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 the Leased Property, or any portion 


 


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thereof, and all property from time to time described in any financing
statement signed by Tenant 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 Tenant
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 the Leased Property 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.


 


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


 


“Excluded Collateral” shall mean (a) all Accounts of Tenant, (b) all Deposit Accounts
and Securities Accounts of Tenant, (c) all Chattel Paper of Tenant, (d) all
General Intangibles relating to such Accounts or Chattel Paper, (e) all 


 


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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 sublease agreements relating to the
Leased Property under which Tenant 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 the Leased Property, 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 the Leased Property, or any portion
thereof.


 


“Instrument” shall have the meaning give
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.


 


“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 applicable Property or
any part thereof pertaining to the operation, maintenance or repair of such
Property or any portion thereof.


 


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“Obligations” shall
mean each and every obligation and liability of Tenant to the Secured Parties,
whether existing as of the date hereof or hereafter arising, under the Original
Lease or the 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 existing as of the date
hereof or hereafter arising, whether direct or indirect, absolute or
contingent, due or to become due under the Original Lease or the Amended Lease No. 1.


 


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


 


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


 


“Overdue Rate”
shall have the meaning given to 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 applicable Property, 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.


 


“Tenant” shall have the meaning
given such term in the preamble 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, Tenant hereby 


 


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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 Tenant’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.  Tenant 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 Tenant
contained herein, in the Amended Lease No. 1 or in any other document
executed in connection herewith or therewith 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,
Tenant is, and as to the Collateral acquired from time to time after the date
hereof Tenant 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 Tenant
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 Tenant 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 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 Tenant to the Secured Parties remain unpaid, Tenant 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 


 


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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 Tenant are as set forth in Schedule 1 and Tenant will not
move its chief executive office or establish any other principal place of
business except to such new location as Tenant may establish in accordance with
this Section 3(d). The location of each Facility comprising a
portion of the Leased Property is as set forth in Schedule 2.  The originals of all documents evidencing
Collateral and the only original books of account and records of Tenant
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 Tenant may establish in accordance with this Section 3(d).  Tenant shall not move its chief executive
office or establish any other principal place of business until (i) Tenant
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, Tenant 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 Tenant to be used in connection with the operation or maintenance of
the Leased Property, or any portion thereof, is located at each applicable
Property or is in transit to such Property from the vendor thereof.  Tenant agrees that (i) all such property
held by Tenant on the date hereof, once at each applicable Property, shall
remain at such Property and (ii) all such property subsequently acquired
by Tenant shall immediately upon acquisition be transferred to and remain at
the applicable Property.


 


(f)            The corporate name and organizational identification
number of Tenant is set forth on the signature page hereto.  The name under which each of the Facilities
is operated is set forth on Schedule 2. 
Tenant shall not (i) change such name 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 determines are necessary
or appropriate to continue or perfect the security interest granted hereunder, (ii) change
its corporate organizational number, nor (iii) conduct its business 


 


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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, Tenant has not ever had any other
name nor conducted business in any other name in any jurisdiction.  Tenant is organized as a Maryland business
trust.  Subject to the terms and
conditions of the Amended Lease No. 1, Tenant shall not 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 Tenant (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.


 


Tenant shall have no 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).  Tenant 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, Tenant 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)            Tenant shall
not 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,
Tenant shall not create, incur, assume or suffer to exist any lien upon any 


 


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of
the Collateral without the prior written consent of the Secured Parties.


 


(j)            Tenant shall
not assert against the Secured Parties any claim or defense which Tenant 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)           Tenant 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 Tenant to perform or observe
any of the provisions hereof.


 


(l)            Tenant 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 out of this Agreement or arising out of Tenant’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.  Tenant shall not 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.  Tenant retains all
liability and responsibility in connection with the Equipment and the liability
of Tenant 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 Tenant.  Upon the request of the Secured Parties,
Tenant shall provide to the Secured Parties a current list of Equipment.


 


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Section 5.  Financing
Statements; Documentary Stamp Taxes.


 


(a)           Tenant 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.  Tenant authorizes the Secured Parties to file
any such financing statements without the signature of Tenant and Tenant 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)           Tenant shall
procure, pay for, affix to any and all documents and cancel any documentary tax
stamps required by and in accordance with, applicable law, and Tenant shall
indemnify and hold harmless the Secured Parties from and against any
liability  (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
Tenant 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 Tenant 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 


 


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under
the Uniform Commercial Code as enacted in any applicable jurisdiction, and the
right, without notice to, or assent by, Tenant, in the name of Tenant 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 Tenant 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 Tenant, 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 Tenant 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 


 


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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 Tenant to deliver, at Tenant’s expense, any or all
Collateral which is reasonably movable to the Secured Parties at a place
designated by the Secured Parties, and after delivery thereof Tenant 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 Secured Obligations in the
manner determined by the Secured Parties.


 


Tenant 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 Tenant.


 


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(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, Tenant 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:


 


(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 Tenant 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 Tenant, its successors and assigns, and against
any and all Persons claiming or who may claim the property sold or any part
thereof from, 


 


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through or under Tenant, 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, Tenant agrees that it will not at any time 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 Tenant 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 Tenant written notice of their intention to sell, except
that, if the Secured Parties shall determine in their reasonable discretion
that any of the Collateral threatens to decline in value, any such sale may be
made upon three (3) days’ written notice to Tenant, which time periods
Tenant hereby agrees are reasonable.


 


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(d)  The
Secured Parties are hereby irrevocably appointed the true and lawful
attorney-in-fact of Tenant 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, Tenant 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, Tenant 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.


 


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 its 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.  Tenant, 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 


 


15

















 


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 Tenant 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.


 


Tenant 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.  TENANT’S WAIVERS UNDER THIS SECTION 9
HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER TENANT 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, Tenant 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


 


16

















 


permitted by applicable law,
Tenant hereby irrevocably waives the benefits of all such laws.


 


Section 10.   Further Assurances as to
Collateral; Attorney-in-Fact.  From time to time hereafter, Tenant 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 Tenant which may
be deemed to be a part of the Collateral) pursuant hereto and thereto.  The Secured Parties are hereby appointed the
attorney-in-fact, with full power of substitution, of Tenant 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 Tenant 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 Tenant.


 


Section 11.   Arbitration.  The Secured Parties or Tenant 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 Tenant shall
elect to submit any such dispute to arbitration hereunder, the Secured Parties
and Tenant 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 


 


17

















 


(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 Tenant shall fail to appoint an arbitrator, as
aforesaid, for a period of twenty (20) days after written notice from the other
party to make such appointment, then the arbitrator appointed by the party
having made such appointment shall appoint a second arbitrator and the two (2) so
appointed shall, in the event of their failure to agree upon any decision
within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a
third arbitrator within forty five (45) days after the appointment of the
second arbitrator, then such third arbitrator shall be appointed by the
American Arbitration Association from its qualified panel of arbitrators, and
shall be a person having at least ten (10) years’ recent professional
experience as to the subject matter in question.  The fees of the third arbitrator and the
expenses incident to the proceedings shall be borne equally between the Secured
Parties and Tenant, 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 Tenant.  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 Tenant to the Secured Parties in accordance with the terms and
conditions of this Agreement.


 


Section 13.   Miscellaneous.


 


(a)  Tenant
agrees that its obligations and the rights of the Secured Parties hereunder and
in respect of the 


 


18

















 


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 Tenant
hereby consents to the issuance of such specific and injunctive relief.


 


(b)  Any
notice or demand upon Tenant or the Secured Parties shall be deemed to have
been sufficiently given when given in accordance with the provisions of the
Amended Lease No. 1.


 


(c)  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 Tenant and
the Secured  Parties.  No notice to or demand on Tenant in any case
shall entitle Tenant to any other or further notice or demand in similar or
other 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.


 


(d)  The
obligations of Tenant 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 Tenant 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.


 


(e)  This
Agreement shall be binding upon Tenant and its successors and assigns and shall
inure to the benefit of the Secured Parties, and its respective successors and
assigns.  All 


 


19

















 


agreements, representations and warranties made herein shall survive
the execution and delivery of this Agreement.


 


(f)  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.


 


(g)  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.


 


(h)  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 14.   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 


 


20

















 


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 15.   Original Security Agreements.  The Secured Parties and Tenant acknowledge
and agree that this Agreement amends and restates the Original 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
Tenant with respect to the Collateral from and after the date of this
Agreement.  Notwithstanding the
foregoing, the Original Security Agreements shall continue to govern the rights
and obligations of the Secured Parties and Tenant with respect to the Collateral
prior to the date of this Agreement.


 


[Remainder
of page intentionally left blank.]


 


21

















 


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


 


	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Travis K. Smith

  
	
   

  	
   

  	
  Travis K. Smith

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Corporate Organizational Number:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  



 

















 


SCHEDULE 1


 


CHIEF EXECUTIVE OFFICE:


 


400 Centre Street


Newton, Massachusetts 02458


 


PRINCIPAL PLACE OF BUSINESS:


 


400 Centre Street


Newton, Massachusetts 02458


 

















 


SCHEDULE 2


 


THE FACILITIES


 


ARIZONA:


 


LA MESA HEALTHCARE CENTER


2470 S. Arizona Avenue


Yuma, Arizona 85364


 


SUNQUEST VILLAGE OF YUMA


265 E. 24th Street


Yuma, Arizona 85364


 


CALIFORNIA:


 


LANCASTER HEALTHCARE CENTER


1642 West Avenue J


Lancaster, California 93534


 


LEISURE POINTE


1371 Parkside Drive


San Bernardino, California 92404


 


RIO LAS PALMAS


877 East March Lane


Stockton, California 95207


 


VAN NUYS HEALTH CARE CENTER


6835 Hazeltine Street


Van Nuys, California 91405


 


COLORADO:


 


SKYLINE RIDGE NURSING & REHABILITATION CENTER


515 Fairview


Canon City, Colorado 81212


 


LA VILLA GRANDE CARE CENTER


2501 Little Bookcliff Drive


Grand Junction, Colorado 81501


 


MANTEY HEIGHTS REHABILITATION & CARE CENTER


2835 Patterson Road


Grand Junction, Colorado 81501


 

















 


CHERRELYN HEALTHCARE CENTER


5555 South Elati Street


Littleton, Colorado 80120


 


FLORIDA:


 


BUENA VIDA


8901 Tamiami Trail East


Naples, Florida 34113


 


COURT AT PALM-AIRE


2701 North Course Drive


Pompano Beach, Florida 33069


 


GEORGIA:


 


MORNINGSIDE OF ATHENS


1291 Cedar Shoals Drive

Athens, Georgia 30605


 


COLLEGE PARK HEALTHCARE CENTER


1765 Temple Avenue


College Park, Georgia 30337


 


MORNINGSIDE OF COLUMBUS


7100 South Stadium Drive

Columbus, Georgia 31909


 


MORNINGSIDE OF DALTON


2470 Dug Gap Road

Dalton, Georgia 30720


 


MORNINGSIDE OF EVANS


353 N. Belair Road

Evans, Georgia 30809


 


MORNINGSIDE OF MACON (Vacant Land)


6191 Peake Road


Macon, Georgia 31220


 


SENIOR LIVING OF MARSH VIEW


7410 Skidaway Road

Savannah, Georgia 31406-6446


 


SAVANNAH SQUARE


One Savannah Square Drive


Savannah, Georgia 31406


 

















 


NORTHLAKE GARDENS


1300 Montreal Road

Tucker, Georgia 30084


 


ILLINOIS:


 


BRENDEN GARDENS


900 South Wind Road


Springfield, Illinois 62703


 


IOWA:


 


PARK PLACE


114 East Green Street


Glenwood, Iowa 51534


 


PRAIRIE RIDGE CARE & REHABILITATION


308 Prairie Street


Mediapolis, Iowa 52637


 


UNION PARK HEALTH SERVICES


2348 East 9th Street


Des Moines, Iowa 50316


 


WESTRIDGE QUALITY CARE & REHABILITATION


600 Manor Drive


Clarinda, Iowa 51632


 


KANSAS:


 


OVERLAND PARK PLACE


6555 West 75th Street


Overland Park, Kansas 66204


 


KENTUCKY:


 


ASHWOOD PLACE


102 Leonardwood


Frankfort, Kentucky 40601


 


MORNINGSIDE OF MAYFIELD


1517 West Broadway

Mayfield, Kentucky 42066


 

















 


THE NEIGHBORHOOD OF SOMERSET


100 Neighborly Drive

Somerset, Kentucky 42501


 


MARYLAND:


 


HEARTLANDS AT ELLICOTT CITY


3004 North Ridge Road

Ellicott City, Maryland 21043


 


ASPENWOOD


14400 Homecrest Road


Silver Spring, Maryland 20906


 


HEARTFIELDS AT BOWIE


7600 Laurel Bowie Road


Bowie, Maryland 20715


 


HEARTFIELDS AT EASTON


700 Port Street


Easton, Maryland 21601


 


HEARTFIELDS AT FREDERICK (Dearbought Community)


1820 Latham Drive


Frederick, Maryland 21701


 


HEARTLANDS AT SEVERNA PARK


715 Benfield Road


Severna Park, Maryland 21146


 


MINNESOTA:


 


WELLSTEAD OF ROGERS


20500 and
20600 S. Diamond Lake Road


Rogers,
Minnesota 55374


 


MISSISSIPPI:


 


HERMITAGE GARDENS AT OXFORD


1488 Belk
Boulevard


Oxford, Mississippi 38655


 


HERMITAGE GARDENS AT SOUTHAVEN


108 Clarington Drive


Southaven, Mississippi 38671


 

















 


MISSOURI:


 


ARBOR VIEW (BEVERLY MANOR)


1317 North 36th Street

St. Joseph, Missouri 64506


 


NEBRASKA:


 


ASHLAND CARE CENTER


1700 Furnace Street


Ashland, Nebraska 68003


 


BLUE HILL CARE CENTER


414 North Wilson Street


Blue Hill, Nebraska 68930


 


CENTENNIAL PARK RETIREMENT VILLAGE


510 Centennial Circle


North Platte, Nebraska 69101


 


CENTRAL CITY CARE CENTER


2720 South 17th Avenue


Central City, Nebraska 68462


 


GRETNA COMMUNITY CARE CENTER


700 South Highway 6


Gretna, Nebraska 68028


 


ROSE BROOK CARE CENTER


Route 1 Box 83A


Edgar, Nebraska 68935


 


SUTHERLAND CARE CENTER


333 Maple Street


Sutherland, Nebraska 69165


 


WAVERLY CARE CENTER


11041 North 137th Street


Waverly, Nebraska 68462


 


WESTGATE ASSISTED LIVING


3030 South 80th Street

Omaha, Nebraska 68124


 

















 


NORTH CAROLINA:


 


HEARTFIELDS AT CARY


1050 Crescent Green Drive


Cary, North Carolina 27511


 


PENNSYLVANIA:


 


FRANCISCAN MANOR


71 Darlington Road


Beaver Falls, Pennsylvania 15010


 


MOUNT VERNON OF ELIZABETH


145 Broadlawn Drive


Elizabeth, Pennsylvania 15037


 


MOUNT VERNON OF SOUTH PARK


1400 Riggs Road


South Park, Pennsylvania 15129


 


OVERLOOK GREEN


5250
Meadowgreen Drive


Pittsburgh,
Pennsylvania 15236


 


RIDGEPOINTE


5301 Brownsville Road


Pittsburgh, Pennsylvania 15236


 


ROLLING HILLS MANOR


600 Newport Drive


Baldwin, Pennsylvania 15234


 


SOUTH CAROLINA:


 


MORNINGSIDE OF ANDERSON


1304 McLees Road

Anderson, South Carolina 29621


 


MORNINGSIDE OF GREENWOOD


116 Enterprise Court

Greenwood, South Carolina 29649


 


TENNESSEE:


 


MORNINGSIDE OF GALLATIN


1085 Hartsville Pike

Gallatin, Tennessee 37066


 

















 


MORNINGSIDE OF BELMONT


1710 Magnolia Boulevard

Nashville, Tennessee 37212


 


WALKING HORSE MEADOWS


207 Uffelman Drive


Clarksville, Tennessee 37043


 


TEXAS:


 


HERITAGE PLACE AT BOERNE


120 Crosspoint Drive


Bourne, Texas 78006


 


HERITAGE PLACE AT FREDERICKSBURG


96 Frederick Road


Fredericksburg, Texas 78624


 


VIRGINIA:


 


DOMINION VILLAGE AT CHESAPEAKE


2865 Forehand Drive


Chesapeake, Virginia 23323


 


DOMINION VILLAGE AT POQUOSON


531 Wythe Creek Road


Poquoson, Virginia 23662


 


DOMINION VILLAGE AT WILLIAMSBURG


4132 Longhill Road


Williamsburg, Virginia 23188


 


MORNINGSIDE OF CHARLOTTESVILLE


491 Crestwood Drive

Charlottesville, Virginia 22903


 


MORNINGSIDE OF BELLGRADE


2800 Polo Parkway

Midlothian, Virginia 28113


 


MORNINGSIDE OF NEWPORT NEWS


655 Denbigh Boulevard

Newport News, Virginia 23608


 

















 


MORNINGSIDE IN THE WEST END


3000 Skipwith Road

Richmond, Virginia 23294


 


HEARTFIELDS AT FREDERICKSBURG


20 HeartFields Lane


Fredericksburg, Virginia 22405


 


HEARTFIELDS AT RICHMOND


500 North Allen Avenue


(Corner of Grace)


Richmond, Virginia 23220


 


WISCONSIN:


 


MANORPOINTE-OAK CREEK


INDEPENDENT SENIOR APARTMENTS


700 East Stonegate Drive


Oak Creek, Wisconsin 53154


 


MEADOWMERE-MADISON ASSISTED LIVING


5601 Burke Road


Madison, Wisconsin 53718


 


MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING ANDCBRF


701 East Puetz Road


Oak Creek, Wisconsin 53154


 


MEADOWMERE-NORTHSHORE ASSISTED LIVING


10803 North Port Washington Road


Mequon, Wisconsin 53902


 


MEADOWMERE-SOUTHPORT ASSISTED LIVING


8350 and 8351 Sheridan Road


Kenosha, Wisconsin 53143


 


MITCHELL MANOR SENIOR LIVING


5301 West Lincoln Avenue


West Allis, Wisconsin 53219


 


RIVER HILLS WEST HEALTHCARE CENTER


321 Riverside Drive


Pewaukee, Wisconsin 53072


 

















 


SUNNY HILL HEALTH CARE CENTER


4325 Nakoma Road


Madison, Wisconsin 53711


 


WOODLAND HEALTHCARE CENTER


18741 West Bluemound Road


Brookfield, Wisconsin 53045


 


WYOMING:


 


LARAMIE CARE CENTER


503 South 18th Street


Laramie, Wyoming 82070