Exhibit 99.11  CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS  THIS CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO
SECURITY AGREEMENTS(this Confirmation) is made and entered
into as of December 10, 2009 by and among FIVE STAR
QUALITY CARE, INC., a
Maryland corporation(Guarantor),
FIVE STAR QUALITY CARE TRUST, a
Maryland business trust (Tenant), each of the parties identified on
the signature page hereof as a subtenant (jointly and severally, Subtenants)
and each of the parties identified on the signature page hereof as a
landlord (collectively, Landlord).  WI  T  N  E
S  S  E  T  H :  WHEREAS, pursuant to the terms of that certain Amended and
Restated Master Lease Agreement (Lease No. 1), dated as of August 4,
2009 (as the same may be amended, restated or otherwise modified from time to
time, Amended Lease No. 1), Landlord leases to Tenant, and Tenant
leases from Landlord, certain property, all as more particularly described in
Amended Lease No. 1; and  WHEREAS,the payment
and performance of all of the obligations of Tenant with respect to Amended
Lease No. 1 are guaranteed by that certain Amended and Restated Guaranty
Agreement (Lease No. 1), dated as of August 4, 2009, made by
Guarantor for the benefit of Landlord (as the same may be amended, restated or
otherwise modified from time to time, the Parent Guarantee) and that
certain Amended and Restated Subtenant Guaranty Agreement (Lease No. 1),
dated as of August 4, 2009, made by Subtenants for the benefit of Landlord
(as the same may be amended, restated or otherwise modified from time to time,
the Subtenant Guarantee; and, together with the Parent Guarantee,
collectively, the Guarantees); and  WHEREAS,the payment
and performance of all of the obligations of Tenant with respect to Amended
Lease No. 1 are further secured by (i) that
certain Amended and Restated Subtenant Security Agreement (Lease No. 1),
dated as of August 4, 2009, by and among Subtenants and Landlords (as the
same may be amended, restated or otherwise modified or confirmed from
time to time, the Subtenant Security Agreement); and (ii) that certain Amended and
Restated Security Agreement (Lease No. 1), dated as of August 4,
2009, by and among Tenant and Landlord (as the same may be amended,
restated or otherwise modified or confirmed from time to time, the Tenant Security Agreement;


and together with the
Subtenant Security Agreement, collectively, the Security Agreements);
and  WHEREAS, pursuant to that certain Third Amendment to
Amended and Restated Master Lease Agreement (Lease No. 1), dated as of the
date hereof (the Third Amendment), Amended Lease No. 1 is being
amended to add thereto a propertyknown as Eastside Gardens
and located at 2078 Scenic Highway North, Snellville, Georgia 30078, all as more
particularly described in the Third Amendment; and  WHEREAS,in connection with the
foregoing, and as a condition precedent to the execution of the Third Amendment
by Landlord, Landlord has required that the parties hereto confirm that the
Guarantees and the Security Agreements remain in full force and effect and
apply to Amended Lease No. 1 as amended by the Third Amendment;  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the mutual receipt and legal sufficiency
of which are hereby acknowledged, the parties hereto hereby agree, effective as
of the date hereof, as follows:  1.Amendment of Subtenant
Security Agreement.  The
Subtenant Security Agreement is hereby amended by (a) replacing Exhibit A
attached thereto with Schedule 1 attached hereto; and (b) replacing
Schedule 2 attached thereto with Schedule 2 attached hereto.  2.             Amendment
of Tenant Security Agreement.  The
Tenant Security Agreement is hereby amended by replacing Schedule 2 attached
thereto with Schedule 3 attached hereto.  3.Confirmation of Guarantees and
Security Agreements.  Each of the
parties to the Guarantees and the Security Agreements hereby confirms that all
references in the Guarantees and the Security Agreements toAmended Lease No. 1shall refer to
Amended Lease No. 1 as amended by the Third Amendment, and the Guarantees
and the Security Agreements, as amended and confirmed hereby, are hereby
ratified and confirmed in all respects.  4.             No
Impairment, Etc.  The obligations,
covenants, agreements and duties of the parties under the Guarantees and
Security Agreements shall not be impaired in any manner by the execution and
delivery of the Third Amendment, and in no event shall any ratification or confirmation
of such Guarantees or  2


such Security Agreements, or
the obligations, covenants, agreements and the duties of the parties under the
Guarantees or the Security Agreements, including, without limitation, this
Confirmation, be required in connection with any such amendment, change or
modification.  [Remainder of page left intentionally blank.]  [Signature pages follow.]  3


IN WITNESS WHEREOF, the parties hereto have
caused this Confirmation to be duly executed, as a sealed instrument, as of the
date first set forth above.  GUARANTOR:FIVE
  STAR QUALITY CARE, INC.By:
  /s/Francis R.
  Murphy IIIFrancis
  R. Murphy IIITreasurerTENANT:FIVE
  STAR QUALITY CARE TRUSTBy:
  /s/Francis R.
  Murphy IIIFrancis
  R. Murphy IIITreasurer  -Signature Page to
Confirmation of Guarantees-


SUBTENANTS:ANNAPOLIS
  HERITAGE PARTNERS, LLC,COLUMBIA
  HERITAGE PARTNERS, LLC,ENCINITAS
  HERITAGE PARTNERS, LLC,FIVE
  STAR QUALITY CARE-AZ, LLC,FIVE
  STAR QUALITY CARE-CA, LLC,FIVE
  STAR QUALITY CARE-COLORADO, LLC,FIVE
  STAR QUALITY CARE-FL, LLC,FIVE
  STAR QUALITY CARE-GA, LLC,FIVE
  STAR QUALITY CARE-GHV, LLC,FIVE
  STAR QUALITY CARE-IA, INC.,FIVE
  STAR QUALITY CARE-IA, LLC,FIVE
  STAR QUALITY CARE-MN, LLC,FIVE
  STAR QUALITY CARE-MO, LLC,FIVE
  STAR QUALITY CARE-MS, LLC,FIVE
  STAR QUALITY CARE-NE, LLC,FIVE
  STAR QUALITY CARE-NE, INC.,FIVE
  STAR QUALITY CARE-NORTH CAROLINA, LLC,FIVE
  STAR QUALITY CARE-TX, LLC,FIVE
  STAR QUALITY CARE-VA, LLC,FIVE
  STAR QUALITY CARE-WI, LLC,FIVE
  STAR QUALITY CARE-WY, LLC,FREDERICK HERITAGE PARTNERS, LLC,HAGERSTOWN HERITAGE PARTNERS, LLC,MORNINGSIDE OF BELMONT, LLC,MORNINGSIDE OF GALLATIN, LLC,NEWARK HERITAGE PARTNERS I, LLC,NEWARK HERITAGE PARTNERS II, LLC,andREDLANDS HERITAGE PARTNERS, LLCBy:
  /s/Francis R.
  Murphy IIIFrancis
  R. Murphy IIITreasurer of each of the foregoing
  entities  -Signature Page to
Confirmation of Guarantees-


FRESNO HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP,andROSEVILLE HERITAGE PARTNERS, A
  CALIFORNIA LIMITED PARTNERSHIPBy:
  Hamilton
  Place, LLC,General
  Partner of each of the foregoing entitiesBy:
  /s/Francis R.
  Murphy IIIFrancis
  R. Murphy IIITreasurerMORNINGSIDE OF ANDERSON, L.P., MORNINGSIDE OF COLUMBUS,
  L.P., MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP, MORNINGSIDE OF EVANS,
  LIMITED PARTNERSHIP,andMORNINGSIDE OF KENTUCKY, LIMITED PARTNERSHIPBy:
  LifeTrust
  America, Inc.,General
  Partner of each of the foregoing entitiesBy:
  /s/Francis R.
  Murphy IIIFrancis
  R. Murphy IIITreasurer  -Signature Page to Confirmation
of Guarantees-


LANDLORD:SNH
  CHS PROPERTIES TRUST,SPTIHS
  PROPERTIES TRUST,SPTMNR
  PROPERTIES TRUST,SNH/LTA
  PROPERTIES TRUST,SNH/LTA
  PROPERTIES GA LLC,andSNH SOMERFORD PROPERTIES TRUSTBy:
  /s/
  Richard A. DoyleRichard
  A. DoyleTreasurer  -Signature Page to
Confirmation of Guarantees-


SCHEDULE 1  EXHIBIT
A  SUBLEASES  1.Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-AZ, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated March 1, 2004 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated August 4, 2009 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.  2.Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-CA, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated March 1, 2004 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated August 4, 2009 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.  3.Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-Colorado, LLC, Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated March 1, 2004 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated as of June 30,
2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter


Agreement dated August 4, 2009 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.  4.Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-IA, Inc., a Delaware
corporation, as subtenant, as amended by that certain Letter Agreement dated March 1,
2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated June 30, 2008 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants, as further amended by that certain
Letter Agreement dated August 4, 2009 by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.  5.Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-NE, Inc., a Delaware
corporation, as subtenant, as amended by that certain Letter Agreement dated March 1,
2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated June 30, 2008 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants, as further amended by that certain
Letter Agreement dated August 4, 2009 by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.  6.Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-WY, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated March 1, 2004 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated August 4, 2009 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.


7.Sublease Agreement, dated June 23,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-MO, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  8.Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Columbus, L.P., a Delaware limited
partnership, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated August 4, 2009 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.  9.Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Dalton, Limited Partnership, a Delaware limited
partnership, as subtenant, as amended by that certain Letter Agreement dated June 30,
2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated August 4, 2009 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.  10.Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Evans, Limited Partnership, a Delaware
limited partnership, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  11.Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as


sublandlord, and Morningside of Gallatin, LLC, a
Delaware limited liability company, as subtenant, as amended by that certain
Letter Agreement dated June 30, 2008 by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  12.Sublease Agreement, dated October 31,
2005, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  13.Sublease Agreement, dated September 1,
2006, by and between Five Star Quality Care Trust, a Maryland business trust,
as Sublandlord, and Five Star Quality Care-FL, LLC, a Delaware limited
liability company, as Subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  14.Sublease Agreement, dated October 1,
2006, by and between Five Star Quality Care Trust, a Maryland business trust,
as Sublandlord, and Five Star Quality Care-MS, LLC, a Maryland limited
liability company, as Subtenant, as amended by that certain Letter Agreement
dated June 30, 2008 by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  15.Second Amended and Restated Sublease
Agreement, dated November 1, 2006, by and between Five Star Quality Care
Trust, a Maryland business trust, as sublandlord, and Five Star Quality
Care-GA, LLC, a Delaware limited liability


company, as subtenant, as
amended by that certain Letter Agreement dated June 30, 2008 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants, as further amended by that certain
Letter Agreement dated August 4, 2009 by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.  16.Second Amended and Restated
Sublease Agreement, dated November 6, 2006, by and between Five Star
Quality Care Trust, a Maryland business trust, as Sublandlord, and Morningside
of Kentucky, Limited Partnership, a Delaware limited partnership, as Subtenant,
as amended by that certain Letter Agreement dated June 30, 2008 by and
among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of
Five Star Quality Care, Inc., as subtenants, as further amended by that
certain Letter Agreement dated August 4, 2009 by and among Five Star
Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality
Care, Inc., as subtenants.  17.Amended and Restated
Sublease Agreement, dated January 1, 2007, by and between Five Star
Quality Care Trust, a Maryland business trust, and Morningside of Belmont, LLC,
a Delaware limited liability company, as amended by that certain Letter
Agreement dated June 30, 2008 by and among Five Star Quality Care Trust,
as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  18.Second Amended and Restated
Sublease Agreement, dated February 17, 2008, by and between Five Star
Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star
Quality Care-NE, LLC, a Delaware limited liability company, as subtenant, as
amended by that certain Letter Agreement dated June 30, 2008 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants, as further amended by that certain
Letter Agreement dated August 4, 2009 by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.  19.Sublease Agreement, dated March 1,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-MN, LLC, a Maryland


limited liability company, as subtenant, as amended
by that certain Letter Agreement dated June 30, 2008 by and among Five
Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star
Quality Care, Inc., as subtenants, as further amended by that certain
Letter Agreement dated August 4, 2009 by and among Five Star Quality Care
Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc.,
as subtenants.  20.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Annapolis Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008, by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  21.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Columbia Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008, by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates
of Five Star Quality Care, Inc., as subtenants.  22.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Encinitas Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008, by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  23.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Frederick Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30,


2008, by and among Five Star
Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality
Care, Inc., as subtenants, as further amended by that certain Letter
Agreement dated August 4, 2009 by and among Five Star Quality Care Trust,
as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.  24.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Fresno Heritage Partners, A California Limited Partnership,
as subtenant, as amended by that certain Letter Agreement dated June 30,
2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated August 4, 2009 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.  25.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Hagerstown Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008, by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  26.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Newark Heritage Partners I, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008, by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  27.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Newark Heritage Partners II, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008, by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality


Care, Inc., as subtenants,
as further amended by that certain Letter Agreement dated August 4, 2009
by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  28.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Redlands Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended by that certain Letter Agreement
dated June 30, 2008, by and among Five Star Quality Care Trust, as
sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants, as further amended by that certain Letter Agreement dated August 4,
2009 by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants.  29.Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Roseville Heritage Partners, A California Limited Partnership,
as subtenant, as amended by that certain Letter Agreement dated June 30,
2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain
Affiliates of Five Star Quality Care, Inc., as subtenants, as further
amended by that certain Letter Agreement dated August 4, 2009 by and among
Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants.  30.Amended and Restated
Sublease Agreement, dated as of August 4, 2009, by and between Five Star
Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star
Quality Care-VA, LLC, a Delaware limited liability company, as subtenant.  31.Second Amended and Restated
Sublease Agreement, dated as of August 4, 2009, by and between Five Star
Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star
Quality Care-WI, LLC, a Delaware limited liability company, as subtenant.  32.Amended and Restated
Sublease Agreement, dated as of October 1, 2009, by and between Five Star
Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star
Quality Care-IA, LLC.  33.Sublease Agreement, dated as
of November 17, 2009, by and between Five Star Quality Care Trust, a
Maryland business trust, as sublandlord, and Five Star Quality Care-North


Carolina, LLC, a Maryland limited liability company,
as subtenant.  34.Sublease Agreement, dated as
of November 17, 2009, by and between Five Star Quality Care Trust, a
Maryland business trust, as sublandlord, and Morningside of Anderson, L.P., a
Delaware limited partnership, as subtenant.  35.Sublease Agreement, dated as
of November 17, 2009, by and between Five Star Quality Care Trust, a
Maryland business trust, as sublandlord, and Five Star Quality Care-TX, LLC, a
Maryland limited liability company, as subtenant.  36.Sublease Agreement, dated as
of December 10, 2009, by and between Five Star Quality Care Trust, a
Maryland business trust, as sublandlord, and Five Star Quality Care-GA, LLC, a
Delaware limited liability company, as subtenant.


SCHEDULE 2  SCHEDULE 2  The Facilities  State:
  
  Facility:
  
  Subtenant:ARIZONA:
  
  LA
  MESA HEALTHCARE CENTER
  2470
  S. Arizona Avenue
  Yuma,
  Arizona 85364
  
  Five
  Star Quality Care-AZ, LLCSUNQUEST
  VILLAGE OF YUMA
  265
  E. 24thStreet
  Yuma,
  Arizona 85364
  
  Five
  Star Quality Care-AZ, LLCCALIFORNIA:
  
  SOMERFORD
  PLACE - ENCINITAS
  1350
  S. El Camino Real
  Encinitas,
  California  92024
  
  Encinitas
  Heritage Partners, LLCSOMERFORD
  PLACE - FRESNO
  6075
  N. Marks Avenue
  Fresno,
  California  93711
  
  Fresno
  Heritage Partners, A California Limited PartnershipLANCASTER
  HEALTHCARE CENTER
  1642
  West Avenue J
  Lancaster,
  CA  93534
  
  Five
  Star Quality Care-CA, LLCLEISURE
  POINTE
  1371
  Parkside Drive
  San
  Bernardino, CA  92404
  
  Five
  Star Quality Care-CA, LLCVAN
  NUYS HEALTH CARE CENTER
  6835
  Hazeltine Street
  Van
  Nuys, CA  91405
  
  Five
  Star Quality Care-CA, LLCSOMERFORD
  PLACE - REDLANDS
  1319
  Brookside Avenue
  Redlands,
  California  92373
  
  Redlands
  Heritage Partners, LLCSOMERFORD
  PLACE - ROSEVILLE
  110
  Sterling Court
  Roseville,
  California  95661
  
  Roseville
  Heritage Partners, A California Limited Partnership


State:
  
  Facility:
  
  Subtenant:COLORADO:
  
  MANTEY
  HEIGHTS REHABILITATION & CARE CENTER
  2825
  Patterson Road
  Grand
  Junction, CO  81506
  
  Five
  Star Quality Care-Colorado, LLCCHERRELYN
  HEALTHCARE CENTER
  5555
  South Elati Street
  Littleton,
  CO  80120
  
  Five
  Star Quality Care-Colorado, LLCDELAWARE:
  
  SOMERFORD
  HOUSE AND SOMERFORD PLACE - NEWARK I & II
  4175
  Ogletown Road and 501 S. Harmony Road
  Newark,
  Delaware  19713
  
  Newark
  Heritage Partners I, LLC and Newark Heritage Partners II, LLCFLORIDA:
  
  TUSCANY
  VILLA OF NAPLES (AKA BUENA VISTA)
  8901
  Tamiami Trail East
  Naples,
  Florida  34113
  
  Five
  Star Quality Care-FL, LLCGEORGIA:
  
  COLLEGE PARK HEALTHCARE CENTER
  1765 Temple Avenue
  College Park, GA  30337
  
  Five Star Quality Care-GA, LLCEASTSIDE GARDENS2078 Scenic Highway North
  Snellville, Georgia  30078
  
  Five Star Quality Care-GA, LLCMORNINGSIDE
  OF COLUMBUS7100 South Stadium Drive
  Columbus, GA  31909
  
  Morningside of Columbus, L.P.MORNINGSIDE OF DALTON2470 Dug Gap Road
  Dalton, GA  30720
  
  Morningside
  of Dalton, Limited PartnershipMORNINGSIDE OF EVANS353 N. Belair Road
  Evans, GA  30809
  
  Morningside
  of Evans, Limited PartnershipIOWA:
  
  UNION
  PARK HEALTH SERVICES
  2401
  E. 8thStreet
  Des
  Moines, Iowa  50316
  
  Five
  Star Quality Care-IA, Inc.


State:
  
  Facility:
  
  Subtenant:PARK
  PLACE
  114
  East Green Street
  Glenwood,
  IA  51534
  
  Five
  Star Quality Care-IA, Inc.PRAIRIE
  RIDGE CARE & REHABILITATION
  608
  Prairie Street
  Mediapolis,
  IA  52637
  
  Five
  Star Quality Care-IA, LLCKENTUCKY:
  
  ASHWOOD PLACE102 Leonardwood
  Frankfort, KY  40601
  
  Morningside of Kentucky,
  Limited PartnershipMARYLAND:
  
  SOMERFORD
  PLACE - ANNAPOLIS
  2717
  Riva Road
  Annapolis, Maryland 21401
  
  Annapolis Heritage
  Partners, LLCSOMERFORD
  PLACE - COLUMBIA
  8220
  Snowden River Parkway
  Columbia,
  Maryland  21405
  
  Columbia
  Heritage Partners, LLCSOMERFORD
  PLACE - FREDERICK
  2100
  Whittier Drive
  Frederick,
  Maryland  21702
  
  Frederick
  Heritage Partners, LLCSOMERFORD
  PLACE - HAGERSTOWN
  10114
  and  10116 Sharpsburg Pike
  Hagerstown,
  Maryland  21740
  
  Hagerstown
  Heritage Partners, LLCMINNESOTA:
  
  WELLSTEAD
  OF ROGERS
  20500
  and 20600 S. Diamond Lake Road
  Rogers,
  MN  55374
  
  Five
  Star Quality Care-MN, LLCMISSISSIPPI:
  
  HERMITAGE GARDENS OF
  OXFORD1488 Belk Boulevard
  Oxford, MS  38655
  
  Five Star Quality Care-MS,
  LLCHERMITAGE GARDENS OF SOUTHAVEN108 Clarington Drive
  Southaven, MS  38671
  
  Five Star Quality Care-MS, LLC


State:
  
  Facility:
  
  Subtenant:MISSOURI:
  
  ARBOR VIEW
  HEALTHCARE & REHABILITATION1317 N. 36thStreet
  St. Joseph, Missouri  64506
  
  Five Star Quality Care-MO,
  LLCNEBRASKA:
  
  ASHLAND
  CARE CENTER
  1700
  Furnace Street
  Ashland,
  NE  68003
  
  Five
  Star Quality Care-NE, LLCBLUE
  HILL CARE CENTER
  414
  North Wilson Street
  Blue
  Hill, NE  68930
  
  Five
  Star Quality Care-NE, LLCCENTRAL
  CITY CARE CENTER
  2720
  South 17thAvenue
  Central
  City, NE  68462
  
  Five
  Star Quality Care-NE, Inc.ROSEBROOK
  CARE CENTER
  106
  5thStreet
  Edgar, Nebraska  68935
  
  Five Star Quality Care-NE, Inc.GRETNA
  COMMUNITY CARE CENTER
  700
  South Highway 6
  Gretna,
  NE  68028
  
  Five
  Star Quality Care-NE, LLCSUTHERLAND
  CARE CENTER
  333
  Maple Street
  Sutherland,
  NE  69165
  
  Five
  Star Quality Care-NE, LLCWAVERLY
  CARE CENTER
  11041
  North 137thStreet
  Waverly,
  NE  68462
  
  Five
  Star Quality Care-NE, LLCNORTH
  CAROLINA:
  
  HAVEN IN HIGHLAND CREEK
  5920
  McChesney Drive
  Charlotte,
  NC  28269
  
  Five
  Star Quality Care-North Carolina, LLCLAURELS IN HIGHLAND CREEK6101 Clark Creek Parkway
  Charlotte,
  NC  28269
  
  Five
  Star Quality Care-North Carolina, LLC


State:
  
  Facility:
  
  Subtenant:HAVEN IN THE VILLAGE AT CAROLINA PLACE
  13150
  Dorman Road
  Pineville,
  NC  28134
  
  Five
  Star Quality Care-North Carolina, LLCLAURELS IN THE VILLAGE AT CAROLINA PLACE
  13180
  Dorman Road
  Pineville,
  NC  28134
  
  Five
  Star Quality Care-North Carolina, LLCPENNSYLVANIA:
  
  ROLLING HILLS MANOR
  600 Newport Drive
  Pittsburgh,
  Pennsylvania  15234
  
  Five
  Star Quality Care-GHV, LLCRIDGEPOINTE ASSISTED LIVING
  5301 Brownsville Road
  Pittsburgh, PA  15236
  
  Five Star Quality Care-GHV, LLCMOUNT
  VERNON OF SOUTH PARK
  1400
  Riggs Road
  South
  Park, PA  15129
  
  Five
  Star Quality Care-GHV, LLCSOUTH
  CAROLINA:
  
  HAVEN IN THE SUMMIT
  3
  Summit Terrace
  Columbia,
  SC  29229
  
  Morningside
  of Anderson, L.P.HAVEN IN THE VILLAGE AT CHANTICLEER
  355
  Berkmans Lane
  Greenville,
  SC  29605
  
  Morningside
  of Anderson, L.P.TENNESSEE:
  
  MORNINGSIDE OF GALLATIN1085 Hartsville Pike
  Gallatin, TN  37066
  
  Morningside of Gallatin,
  LLCWALKING HORSE MEADOWS
  207 Uffelman Drive
  Clarksville, TN 37043
  
  Morningside of Belmont,
  LLCMORNINGSIDE OF BELMONT1710 Magnolia Boulevard
  Nashville, TN  37212
  
  Morningside of Belmont,
  LLC


State:
  
  Facility:
  
  Subtenant:TEXAS:
  
  HAVEN IN STONE OAK
  511
  Knights Cross Drive
  San
  Antonio, TX  78258
  
  Five Star Quality Care-TX,
  LLCLAURELS IN STONE OAK
  575
  Knights Cross Drive
  San
  Antonio, TX  78258
  
  Five Star Quality Care-TX,
  LLCHAVEN IN THE TEXAS HILL COUNTRY747 Alpine Drive
  Kerrville, TX  78028
  
  Five Star Quality Care-TX,
  LLCVIRGINIA:
  
  DOMINION
  VILLAGE AT CHESAPEAKE
  2865
  Forehand Drive
  Chesapeake,
  VA  23323
  
  Five
  Star Quality Care-VA, LLCDOMINION VILLAGE AT WILLIAMSBURG
  4132 Longhill Road
  Williamsburg, VA  23188
  
  Five
  Star Quality Care-VA, LLCHEARTFIELDS
  AT RICHMOND
  500
  North Allen Avenue
  Richmond, VA  23220
  
  Five
  Star Quality Care-VA, LLCWISCONSIN:
  
  BROOKFIELD
  REHAB & SPECIALTY (AKA) WOODLAND HEALTHCARE CENTER18741 West Bluemound Road
  Brookfield,
  WI  53045
  
  Five
  Star Quality Care-WI, LLCMEADOWMERE-SOUTHPORT
  ASSISTED LIVING
  8350
  and 8351 Sheridan Road
  Kenosha,
  WI  53143
  
  Five
  Star Quality Care-WI, LLCMEADOWMERE-MADISON
  ASSISTED LIVING
  5601 Burke Road
  Madison, WI  53718
  
  Five Star Quality Care-WI,
  LLC


State:
  
  Facility:
  
  Subtenant:SUNNY HILL HEALTH CARE
  CENTER
  4325 Nakoma Road
  Madison, Wisconsin  53711
  
  Five Star Quality Care-WI,
  LLCMITCHELL MANOR SENIOR
  LIVING
  5301 West Lincoln Avenue
  West Allis, WI  53219
  
  Five Star Quality Care-WI,
  LLCWYOMING:
  
  LARAMIE
  CARE CENTER
  503
  South 18thStreet
  Laramie,
  WY  82070
  
  Five
  Star Quality Care-WY, LLC


SCHEDULE
3  SCHEDULE
2  THE FACILITIES  ARIZONA:  LA MESA HEALTHCARE CENTER 2470 S. Arizona Avenue Yuma, Arizona  85364  SUNQUEST VILLAGE OF YUMA 265 E. 24thStreet Yuma, Arizona  85364  CALIFORNIA:  SOMERFORD PLACE -
ENCINITAS 1350 S. El Camino Real Encinitas,
California  92024  SOMERFORD PLACE - FRESNO 6075 N. Marks Avenue Fresno, California  93711  LANCASTER HEALTHCARE
CENTER 1642 West Avenue J Lancaster,
California  93534  SOMERFORD PLACE -
REDLANDS 1319 Brookside Avenue Redlands, California  92373  SOMERFORD PLACE -
ROSEVILLE 110 Sterling Court Roseville,
California  95661  LEISURE POINTE 1371 Parkside Drive San Bernardino,
California  92404  VAN NUYS HEALTH CARE
CENTER 6835 Hazeltine Street Van Nuys, California  91405


COLORADO:  MANTEY HEIGHTS REHABILITATION &
CARE CENTER 2825 Patterson Road Grand Junction,
Colorado  81506  CHERRELYN HEALTHCARE
CENTER 5555 South Elati Street Littleton, Colorado  80120  DELAWARE:  SOMERFORD HOUSE AND
SOMERFORD PLACE - NEWARK I & II 4175 Ogletown Road and
501 S. Harmony Road Newark, Delaware  19713  FLORIDA:  TUSCANY VILLA OF NAPLES
(AKA BUENA VISTA) 8901 Tamiami Trail East Naples, Florida  34113  GEORGIA:  COLLEGE
PARK HEALTHCARE CENTER 1765
Temple Avenue College Park,
Georgia  30337  EASTSIDE
GARDENS 2078
Scenic Highway North Snellville,
Georgia  30078  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  IOWA:  UNION PARK HEALTH
SERVICES 2401 E. 8thStreet Des Moines, Iowa  50316


PARK
PLACE 114
East Green Street Glenwood,
Iowa  51534  PRAIRIE RIDGE CARE &
REHABILITATION 608 Prairie Street Mediapolis, Iowa  52637  KENTUCKY:  ASHWOOD PLACE 102 Leonardwood Frankfort, Kentucky  40601  MARYLAND:  SOMERFORD PLACE -
ANNAPOLIS 2717 Riva Road Annapolis, Maryland 21401  SOMERFORD PLACE -
COLUMBIA 8220 Snowden River
Parkway Columbia, Maryland  21405  SOMERFORD PLACE -
FREDERICK 2100 Whittier Drive Frederick, Maryland  21702  SOMERFORD PLACE -
HAGERSTOWN 10114 and  10116 Sharpsburg Pike Hagerstown, Maryland  21740  MINNESOTA:  WELLSTEAD OF ROGERS 20500 and 20600 S.
Diamond Lake Road Rogers, Minnesota 55374  MISSISSIPPI:  HERMITAGE GARDENS OF
OXFORD 1488 Belk Boulevard Oxford, Mississippi  38655  HERMITAGE GARDENS OF
SOUTHAVEN 108 Clarington Drive Southaven,
Mississippi  38671


MISSOURI:  ARBOR VIEW HEALTHCARE &
REHABILITATION 1317 N. 36thStreet 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  CENTRAL CITY CARE CENTER 2720 South 17thAvenue Central City,
Nebraska  68826  ROSEBROOK CARE CENTER 106 5thStreet Edgar, Nebraska  68935  GRETNA COMMUNITY LIVING
CENTER 700 South Highway 6 Gretna, Nebraska  68028  SUTHERLAND CARE CENTER 333 Maple Street Sutherland, Nebraska  69165  WAVERLY CARE CENTER 11041 North 137thStreet Waverly, Nebraska  68462  NORTH CAROLINA:  HAVEN IN HIGHLAND
CREEK 5920 McChesney Drive Charlotte, North Carolina  28269  LAURELS IN HIGHLAND CREEK 6101 Clark Creek Parkway Charlotte, North Carolina  28269  HAVEN IN THE VILLAGE AT CAROLINA PLACE 13150 Dorman Road Pineville, North Carolina  28134


LAURELS IN THE VILLAGE AT CAROLINA PLACE 13180 Dorman Road Pineville, North Carolina  28134  PENNSYLVANIA:  ROLLING
HILLS MANOR 600
Newport Drive Pittsburgh,
Pennsylvania  15234  RIDGEPOINTE ASSISTED
LIVING 5301 Brownsville Road Pittsburgh,
Pennsylvania  15236  MOUNT VERNON OF SOUTH
PARK 1400 Riggs Road South Park,
Pennsylvania  15129  SOUTH CAROLINA:  HAVEN IN THE
SUMMIT 3 Summit Terrace Columbia, South Carolina  29229  HAVEN IN THE VILLAGE AT CHANTICLEER 355 Berkmans Lane Greenville, South Carolina  29605  TENNESSEE:  MORNINGSIDE OF GALLATIN 1085 Hartsville Pike Gallatin, Tennessee  37066  WALKING HORSE MEADOWS 207 Uffelman Drive Clarksville,
Tennessee  37043  MORNINGSIDE OF BELMONT 1710 Magnolia Boulevard Nashville, Tennessee  37212  TEXAS:  HAVEN IN STONE OAK 511 Knights Cross Drive San Antonio, Texas  78258


LAURELS IN STONE OAK 575 Knights Cross Drive San
Antonio, Texas  78258  HAVEN IN THE TEXAS HILL COUNTRY 747 Alpine Drive Kerrville, Texas  78028  VIRGINIA:  DOMINION VILLAGE OF
CHESAPEAKE 2865 Forehand Drive Chesapeake, Virginia  23323  DOMINION
VILLAGE OF WILLIAMSBURG 4132
Longhill Road Williamsburg,
Virginia  23188  HEARTFIELDS AT RICHMOND 500 North Allen Avenue Richmond, Virginia  23220  WISCONSIN:  BROOKFIELD REHAB &
SPECIALTY (AKA) WOODLAND HEALTHCARE CENTER 18741 West Bluemound Road Brookfield, Wisconsin 
53045  MEADOWMERE-SOUTHPORT
ASSISTED LIVING 8350 and 8351 Sheridan
Road Kenosha, Wisconsin  53143  MEADOWMERE-MADISON
ASSISTED LIVING 5601 Burke Road Madison, Wisconsin 
53718  SUNNY HILL HEALTH CARE
CENTER 4325 Nakoma Road Madison, Wisconsin 
53711  MITCHELL
MANOR SENIOR LIVING 5301
West Lincoln Avenue West Allis,
Wisconsin  53219


WYOMING:  LARAMIE CARE CENTER 503 South 18thStreet Laramie, Wyoming  82070