Exhibit 10.12


 


AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT


(LEASE NO. 2)


 


THIS AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT (this “Agreement”)
is entered into as of the 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 entities
comprising the Secured Parties, and FS Tenant Holding Company
Trust, a Maryland business trust, and FS Tenant Pool III Trust, a Maryland
business trust (collectively, “Sunrise Tenant”), are parties to that certain Amended Master Lease Agreement, dated as of January 11,
2002, as the same has been amended to date (as so amended, the “Original
Sunrise Lease”); and


 


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


 


WHEREAS, pursuant to the Original Sunrise Lease, certain of
the Secured Parties (“Original Secured Parties”) and the Subtenants are
parties to that certain Security Agreement dated as of January 11, 2002
(the “Original Subtenant Security Agreement”), pursuant to which each
Subtenant grants to certain of the 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, certain other entities
comprising the Secured Parties, and FS Commonwealth LLC, a
Maryland limited liability company, and FS Patriot LLC, a Maryland limited
liability company (collectively, “Rehab
Tenant”, and together with Sunrise Tenants, collectively, “Tenant”)
are parties to that certain Amended and Restated Master Lease Agreement, dated
as of October 1, 2006, as the same has been amended to date (as so 


 


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amended,
the “Original Rehabilitation Hospital Lease”, and together with the
Original Sunrise Lease, collectively, the “Original Leases”); and


 


WHEREAS, as of the date hereof, the
Secured Parties and Tenant are amending, restating and consolidating the
Original Leases into a single lease which shall be named the Amended
and Restated Master Lease Agreement (Lease No. 2) (the “Amended Lease No. 2”);
and


 


WHEREAS, pursuant to the Amended
Lease No. 2, 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. 3 which they
sublease pursuant to the Subleases (collectively, the “Subleased Properties”); and


 


WHEREAS, in connection with the
foregoing, the Secured Parties and the Subtenants wish to amend and restate the Original Subtenant Security Agreement to
act as security for the payment and performance of the Obligations (as
hereinafter defined), all subject to 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 Agreement is
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. 2.


 


“Amended Lease No. 2” 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. 2.


 


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“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


 


(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 


 


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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.


 


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


 


“Excluded Collateral” shall mean (a) all Accounts of Subtenants, (b) all Deposit
Accounts and Securities Accounts of Subtenants, (c) all Chattel Paper of
Subtenants, (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 Sublease Agreements relating to
the Leased Property under which any Subtenant is a party.


 


“Facilities” shall have the meaning
given such term in the Amended Lease No. 2.


 


“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, 


 


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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. 2.


 


“Licenses” shall mean all certificates of need,
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 Property or any portion thereof.


 


“Obligations” shall mean each and every
obligation and liability of Tenant to the Secured Parties under the Original
Sunrise Lease and Amended Lease No. 2 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 Leases” shall
have the meaning given such term in the recitals to this Agreement.


 


“Original Subtenant Security Agreement” 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. 2.


 


“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.


 


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“Person” shall have the meaning given such term in the
Amended Lease No. 2.


 


“Property” shall have the meaning given
such term in the Amended Lease No. 2.


 


“Rent” shall have the meaning given such term in
the Amended Lease No. 2.


 


“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 to this Agreement.


 


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


 


“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


 


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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. 2,
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 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. 2,
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 is as set forth on Schedule 1 and such
Subtenant will not move its chief executive office nor 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


 


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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 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.  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. 
Subject to the terms and conditions of the Amended Lease No. 2 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 


 


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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. 2
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.


 


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. 2,
without the prior written consent of the Secured Parties.  Except as permitted under the Amended Lease No. 2,
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 


 


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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 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, 


 


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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  (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. 2 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. 2 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 


 


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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 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 


 


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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
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 


 


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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:


 


(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 


 


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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
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. 2 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 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 


 


15

















 


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.


 


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. 2
(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 


 


16

















 


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.


 


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 


 


17

















 


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 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 


 


18

















 


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 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 CCC Financing I 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.


 


19
















 


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 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 


 


20

















 


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 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. 2 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. 2 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. 2 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. 2
or any document or agreement executed in connection herewith or therewith.


 


21

















 


(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.


 


(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, 


 


22

















 


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

  
	
   

  	
   

  
	
   

  	
  FS
  LAFAYETTE TENANT TRUST,

  
	
   

  	
  FS
  LEISURE PARK TENANT TRUST,

  
	
   

  	
  FS
  LEXINGTON TENANT TRUST,

  
	
   

  	
  FS
  TENANT POOL I TRUST,

  
	
   

  	
  FS
  TENANT POOL II TRUST,

  
	
   

  	
  FS
  TENANT POOL III TRUST, and

  
	
   

  	
  FS
  TENANT POOL IV TRUST

  



 


 


	
   

  	
  By:

  	
  /s/
  Travis K. Smith

  
	
   

  	
   

  	
  Travis
  K. Smith

  
	
   

  	
   

  	
  Vice
  President of each of the

  foregoing entities

  



 


 


	
   

  	
  SECURED
  PARTIES:

  
	
   

  	
   

  
	
   

  	
  CCC
  FINANCING I TRUST,

  
	
   

  	
  CCC
  OF KENTUCKY TRUST,

  
	
   

  	
  CCC
  OHIO HEALTHCARE TRUST,

  
	
   

  	
  CCC
  PUEBLO NORTE TRUST

  
	
   

  	
  CCC
  INVESTMENTS I, L.L.C.,

  
	
   

  	
  CCCP
  SENIOR LIVING LLC,

  
	
   

  	
  CCDE
  SENIOR LIVING LLC,

  
	
   

  	
  CCFL
  SENIOR LIVING LLC,

  
	
   

  	
  CCOP
  SENIOR LIVING LLC,

  
	
   

  	
  CCSL
  SENIOR LIVING LLC,

  
	
   

  	
  LTJ
  SENIOR COMMUNITIES LLC

  



 


 


	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
  Treasurer
  and Chief Financial

  Officer of each of the foregoing

  entities

  



 

















 


	
   

  	
  CCC
  FINANCING LIMITED, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CCC
  RETIREMENT TRUST,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
   

  	
  Treasurer
  and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CCC
  RETIREMENT COMMUNITIES II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CRESTLINE
  VENTURES LLC,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
  Treasurer
  and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HRES1
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
  Treasurer
  and Chief Financial

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEISURE
  PARK VENTURE LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CCC
  LEISURE PARK CORPORATION,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
   

  	
  Treasurer
  and Chief Financial

  Officer

  
							



 

















 


	
   

  	
  PANTHER
  HOLDINGS LEVEL I, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PANTHER
  GENPAR TRUST,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
   

  	
  Treasurer
  and Chief Financial

  Officer 

  



 

















 


EXHIBIT A


 


SUBLEASES


 


1.                                       Sublease
Agreement, dated January 11, 2002, by and between FS Tenant Holding
Company Trust, a Maryland business trust, and FS Lafayette Tenant Trust, a
Maryland business trust, as amended by that certain Letter Agreement dated June 30,
2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


2.                                       Sublease
Agreement, dated January 11, 2002, by and between FS Tenant Holding
Company Trust, a Maryland business trust, and FS Leisure Park Tenant Trust, a
Maryland business trust, as amended by that certain Letter Agreement dated June 30,
2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


3.                                       Sublease
Agreement, dated January 11, 2002, by and between FS Tenant Holding
Company Trust, a Maryland business trust, and FS Lexington Tenant Trust, a
Maryland business trust, as amended by that certain Letter Agreement dated June 30,
2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


4.                                       Sublease
Agreement, dated January 11, 2002, by and between FS Tenant Holding
Company Trust, a Maryland business trust, and FS Tenant Pool I Trust, a
Maryland business trust, as amended by that certain Letter Agreement dated June 30,
2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 


5.                                       Sublease
Agreement, dated January 11, 2002, by and between FS Tenant Holding
Company Trust, a Maryland business trust, and FS Tenant Pool II Trust, a
Maryland business trust, as amended by that certain First Amendment to Sublease
Agreement, dated July 24, 2002, and as further amended by that certain
Letter Agreement dated June 30, 2008 by and among FS Tenant Holding
Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.


 


6.                                       Amended
Sublease Agreement, dated January 11, 2002, by and between FS Tenant
Holding Company Trust, a Maryland 


 

















 


business
trust, and FS Tenant Pool III Trust, a Maryland business trust, as amended by
that certain Letter Agreement dated June 30, 2008 by and among FS Tenant
Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star
Quality Care, Inc., as subtenants.


 


7.                                       Sublease
Agreement, dated January 11, 2002, by and between FS Tenant Holding
Company Trust, a Maryland business trust, and FS Tenant Pool IV Trust, a
Maryland business trust, as amended by that certain Letter Agreement dated June 30,
2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.


 

















 


SCHEDULE 1


 


	
  Subtenant Name, Organizational
  Structure

  	
   

  	
  Chief Executive Office &

  	
   

  	
  Other

  
	
  & Corporate Identification
  Number:

  	
   

  	
  Principal Place of Business:

  	
   

  	
  Names

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS Lafayette Tenant Trust,

  	
   

  	
  400 Centre Street

  	
   

  	
  None

  
	
  a Maryland business trust

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No: MD B06518989

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS Leisure Park Tenant
  Trust,

  	
   

  	
  400 Centre Street

  	
   

  	
  None

  
	
  a Maryland business trust

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No: MD B06547053

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS Lexington Tenant Trust,

  	
   

  	
  400 Centre Street

  	
   

  	
  None

  
	
  a Maryland business trust

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No: MD B06519029

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS Tenant Pool I Trust,

  	
   

  	
  400 Centre Street

  	
   

  	
  None

  
	
  a Maryland business trust

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No: MD B06519011

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS Tenant Pool II Trust,

  	
   

  	
  400 Centre Street

  	
   

  	
  None

  
	
  a Maryland business trust

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No: MD B06518146

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS Tenant Pool III Trust,

  	
   

  	
  400 Centre Street

  	
   

  	
  None

  
	
  a Maryland business trust

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No: MD B06519037

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS Tenant Pool IV Trust,

  	
   

  	
  400 Centre Street

  	
   

  	
  None

  
	
  a Maryland business trust

  	
   

  	
  Newton, MA 02458

  	
   

  	
   

  
	
  No: MD B06519045

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE 2


 


The Facilities


 


	
  State

  	
   

  	
  Facility

  	
   

  	
  Subtenant

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARIZONA:

  	
   

  	
  Forum at Pueblo Norte

  	
   

  	
  FS Tenant Pool II Trust

  
	
   

  	
   

  	
  7090 East Mescal Street

  	
   

  	
   

  
	
   

  	
   

  	
  Scottsdale, AZ 85254

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forum at Desert Harbor

  	
   

  	
  FS Tenant Pool III Trust

  
	
   

  	
   

  	
  13840 N. Desert Harbor 

  	
   

  	
   

  
	
   

  	
   

  	
  Dr. Peoria, AZ 85381

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forum at Tucson

  	
   

  	
  FS Tenant Pool III Trust

  
	
   

  	
   

  	
  2500 N. Rosemont Boulevard

  	
   

  	
   

  
	
   

  	
   

  	
  Tucson, AZ 85712

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CALIFORNIA:

  	
   

  	
  Remington Club I

  	
   

  	
  FS Tenant Pool II Trust

  
	
   

  	
   

  	
  16925 Hierba Drive

  	
   

  	
   

  
	
   

  	
   

  	
  San Diego, CA 92128

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Remington Club II

  	
   

  	
  FS Tenant Pool II Trust

  
	
   

  	
   

  	
  16916 Hierba Drive

  	
   

  	
   

  
	
   

  	
   

  	
  San Diego, CA 92128

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DELAWARE:

  	
   

  	
  Forwood Manor

  	
   

  	
  FS Tenant Pool II Trust

  
	
   

  	
   

  	
  1912 Marsh Road

  	
   

  	
   

  
	
   

  	
   

  	
  Wilmington, DE 19810

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Foulk Manor North

  	
   

  	
  FS Tenant Pool I Trust

  
	
   

  	
   

  	
  1212 Foulk Road

  	
   

  	
   

  
	
   

  	
   

  	
  Wilmington, DE 19803

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Foulk Manor South

  	
   

  	
  FS Tenant Pool IV Trust

  
	
   

  	
   

  	
  407 Foulk Road

  	
   

  	
   

  
	
   

  	
   

  	
  Wilmington, DE 19803

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Millcroft

  	
   

  	
  FS Tenant Pool I Trust

  
	
   

  	
   

  	
  225 Possum Park Road

  	
   

  	
   

  
	
   

  	
   

  	
  Newark, DE 19711

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shipley Manor

  	
   

  	
  FS Tenant Pool I Trust

  
	
   

  	
   

  	
  2733 Shipley Road

  	
   

  	
   

  
	
   

  	
   

  	
  Wilmington, DE 19810

  	
   

  	
   

  



 

















 


	
  FLORIDA:

  	
   

  	
  Coral Oaks

  	
   

  	
  FS Tenant Pool II Trust

  
	
   

  	
   

  	
  900 West Lake Road

  	
   

  	
   

  
	
   

  	
   

  	
  Palm Harbor, FL 77381

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forum at Deer Creek

  	
   

  	
  FS Tenant Pool III Trust

  
	
   

  	
   

  	
  3001 Deer Creek Country
  Club Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Deerfield Beach, FL 33442

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fountainview

  	
   

  	
  FS Tenant Pool II Trust

  
	
   

  	
   

  	
  111 Executive Center Drive

  	
   

  	
   

  
	
   

  	
   

  	
  West Palm Beach, FL 33411

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Park Summit at Coral
  Springs

  	
   

  	
  FS Tenant Pool I Trust

  
	
   

  	
   

  	
  8500 Royal Palms Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Coral Springs, FL 33065

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Springwood Court

  	
   

  	
  FS Tenant Pool IV Trust

  
	
   

  	
   

  	
  12780 Kenwood Lane

  	
   

  	
   

  
	
   

  	
   

  	
  Ft. Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INDIANA:

  	
   

  	
  Forum at the Crossing

  	
   

  	
  FS Tenant Pool II Trust

  
	
   

  	
   

  	
  8505 Woodfield Crossing

  	
   

  	
   

  
	
   

  	
   

  	
  Indianapolis, IN 46240

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KANSAS:

  	
   

  	
  Forum at Overland Park

  	
   

  	
  FS Tenant Pool III Trust

  
	
   

  	
   

  	
  3501 West 95th Street

  	
   

  	
   

  
	
   

  	
   

  	
  Overland Park, KS 66206

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KENTUCKY:

  	
   

  	
  Lafayette at Country Place

  	
   

  	
  FS Lafayette Tenant Trust

  
	
   

  	
   

  	
  690 Mason Headley Road

  	
   

  	
   

  
	
   

  	
   

  	
  Lexington, KY 40504

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lexington Country Place

  	
   

  	
  FS Lexington Tenant Trust

  
	
   

  	
   

  	
  700 Mason Headley Road

  	
   

  	
   

  
	
   

  	
   

  	
  Lexington, KY 40504

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forum at Brookside

  	
   

  	
  FS Tenant Pool III Trust

  
	
   

  	
   

  	
  200 Brookside Drive

  	
   

  	
   

  
	
   

  	
   

  	
  Louisville, KY 40243

  	
   

  	
   

  



 

















 


	
  MASSACHUSETTS:

  	
   

  	
  Gables at Winchester

  	
   

  	
  FS Tenant Pool II Trust

  
	
   

  	
   

  	
  299 Cambridge Street

  	
   

  	
   

  
	
   

  	
   

  	
  Winchester, MA 01890

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEW JERSEY:

  	
   

  	
  Leisure Park

  	
   

  	
  FS Leisure Park Tenant
  Trust

  
	
   

  	
   

  	
  1400 Route 70

  	
   

  	
   

  
	
   

  	
   

  	
  Lakewood, NJ 08701

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEW MEXICO:

  	
   

  	
  Montebello

  	
   

  	
  FS Tenant Pool I Trust

  
	
   

  	
   

  	
  10500 Academy Road

  	
   

  	
   

  
	
   

  	
   

  	
  Albuquerque, NM 87111

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OHIO:

  	
   

  	
  Forum at Knightsbridge

  	
   

  	
  FS Tenant Pool III Trust

  
	
   

  	
   

  	
  4590 Knightsbridge Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Columbus, OH 43214

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SOUTH CAROLINA:

  	
   

  	
  Myrtle Beach Manor

  	
   

  	
  FS Tenant Pool I Trust

  
	
   

  	
   

  	
  9547 Highway 17 North

  	
   

  	
   

  
	
   

  	
   

  	
  Myrtle Beach, SC 29576

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEXAS:

  	
   

  	
  Montevista

  	
   

  	
  FS Tenant Pool I Trust

  
	
   

  	
   

  	
  1575 Belvidere Street

  	
   

  	
   

  
	
   

  	
   

  	
  El Paso, TX 79912

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forum at Lincoln Heights

  	
   

  	
  FS Tenant Pool I Trust

  
	
   

  	
   

  	
  311 West Nottingham Road

  	
   

  	
   

  
	
   

  	
   

  	
  San Antonio, TX

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forum at Memorial Woods

  	
   

  	
  FS Tenant Pool III Trust

  
	
   

  	
   

  	
  777 North Post Oak Road

  	
   

  	
   

  
	
   

  	
   

  	
  Houston, TX 77024

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forum at Park Lane

  	
   

  	
  FS Tenant Pool III Trust

  
	
   

  	
   

  	
  7831 Park Lane

  	
   

  	
   

  
	
   

  	
   

  	
  Dallas, TX 75225

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forum at Woodlands

  	
   

  	
  FS Tenant Pool II Trust

  
	
   

  	
   

  	
  5055 West Panther Creek 

  	
   

  	
   

  
	
   

  	
   

  	
  Dr. Woodlands, TX 77381