Exhibit 99.14  AMENDED
AND RESTATED PLEDGE OF SHARES OF BENEFICIAL
INTERESTS AGREEMENT  (SUBTENANT
PLEDGE LEASE NO. 2)  THIS
AMENDED AND RESTATED PLEDGE OF SHARES OF BENEFICIAL INTERESTS AGREEMENT
(this Agreement) is made and given as of June 30, 2008 by FS TENANT HOLDING COMPANY
TRUST, a Maryland business
trust (the Pledgor), for the benefit of the parties identified
as the Secured Parties on the signature page hereof (together with their
respective successors and assigns, collectively, the Secured Parties).  W I T N E S S E T H:  WHEREAS, certain of
the Secured Parties, as landlord andFS Commonwealth LLC, a Maryland limited liability
company, and FS Patriot LLC, a Maryland limited liability company, as tenant (collectively Rehab 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 amended,
the Original Rehabilitation Hospital Lease); and  WHEREAS,
certain other entities comprising the Secured Parties, as landlord and the PledgorandFS Tenant Pool III Trust, a Maryland
business trust, as tenant (collectively, Sunrise Tenant, and together
with Rehab Tenant, collectively 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 together with the Original
Rehabilitation Hospital Lease, collectively, the Original Leases);
and  WHEREAS,pursuant to various Sublease Agreements
as further described on Exhibit A attached hereto (collectively,
the Subleases), the Pledgor has subleased certain portions of the
premises demised under the Original Sunrise Lease to the subtenants identified
on said Exhibit A (collectively, the Subtenants), subject
to and upon the terms and conditions set forth in the Subleases; and  WHEREAS,pursuant to the Original Sunrise Lease,
the Pledgor and certain of the Secured Parties are parties to that certain
Pledge of Shares of Beneficial Interest Agreement dated as of January 11,
2002 (the Original Pledge Agreement), pursuant to which the Pledgor
pledged to certain of the Secured


Parties all of the shares of beneficial interest in
the Subtenants as security for (among other things) the payment and performance
of all of the obligations of the Sunrise Tenant to certain of the Secured
Parties with respect to the Original Sunrise Lease and other related documents;
and  WHEREAS,Secured Parties
and Tenant are amending, restating and consolidating the Original Leases into a
single lease whichshall
be named the Amended and Restated Master Lease Agreement (Lease No. 2)
(the Amended Lease No. 2);  WHEREAS, the Pledgor currently owns all of the
shares of beneficial interest in the Subtenants and the Pledgor and the Tenant
are direct or indirect wholly-owned subsidiaries of Five Star Quality Care, Inc.,
a Maryland corporation (Guarantor); and  WHEREAS, the Pledgor and the Secured Parties
wish to amend and restate the Original Pledge Agreement to pledge the interests
of the Subtenants as security for (among other things) the payment and
performance of all of the obligations of the Tenant to the Secured Parties with
respect to the Amended Lease No. 2 and other related documents, subject to
and upon the terms and conditions herein set forth;  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
Pledgor and the Secured Parties agree that the Original Pledge Agreement is
hereby amended and restated, effective as of the date hereof, to read as
follows:  Section 1. 
Certain Terms.  Capitalized
terms used and not otherwise defined in this Agreement shall have the meanings
ascribed to such terms in the Amended Lease No. 2.  The Amended Lease No. 2 and the
Incidental Documents are herein collectively referred to as the Transaction
Documents.  Section 2. 
Pledge.  The Pledgor hereby pledges to the Secured
Parties all of the shares of beneficial interest or other ownership interests
in the Subtenants (the Pledged Interests) listed in Exhibit B
attached hereto and all other shares of shares of beneficial interest or other
ownership interests in the Subtenants in which the Pledgor may have rights from
time to time and any other securities or other investment property and other
collateral of the Pledgor now owned or hereafter acquired which under this
Agreement are required to be pledged to the Secured Parties, and in each case,
all  2


certificates representing such Pledged Interests or
other investment property or collateral, and all rights, options, warrants,
stock or other securities or other property which may hereafter be received,
receivable or distributed in respect of the Pledged Interests, together with
all proceeds of the foregoing, including, without limitation, all dividends,
cash, notes, securities or other property from time to time acquired,
receivable or otherwise distributed in respect of, or in exchange for, the
foregoing, (the Pledged Interests and any additional securities or collateral
pledged hereunder, collectively, the Pledged Collateral), and the
Pledgor hereby grants to the Secured Parties a security interest in all of the
Pledged Collateral and the proceeds thereof as security for the due and
punctual payment and performance of the Secured Obligations (as hereinafter
defined).  The
Pledgor has delivered to and deposited with the Secured Parties any and all
certificates or other instruments representing the Pledged Collateral and
undated trust share powers endorsed in blank, as security for the payment and
performance of all of the Secured Obligations. 
If in the future the Pledgor possesses or controls any other certificates
or other instruments representing the Pledged Collateral, the Pledgor shall
immediately and without notice deliver the same to the Secured Parties together
with undated trust share powers endorsed in blank, as security for the payment
and performance of all of the Secured Obligations.  Section 3. 
Secured Obligations.  For purposes
of this Agreement, the term Secured Obligations shall mean the payment
and performance of each and every obligation of the Tenant, the Guarantor and
the Subtenants under the Transaction Documents or relating thereto, whether now
existing or hereafter arising, and including, without limitation, the payment
of the full amount of the Rent payable under the Amended Lease No. 2.  Section 4. 
Representations of the Pledgor.  The Pledgor
covenants that the Pledged Interests are duly and validly pledged to the
Secured Parties in accordance with law and the Pledgor shall warrant and defend
the Secured Parties right, title and security interest in and to the Pledged
Interests against the claims and demands of all persons whomsoever.  The Pledgor represents and warrants to the
Secured Parties that the Pledgor has good and marketable title to all the
Pledged Interests pledged by it hereunder, free and clear of all claims,
mortgages, pledges, liens, security interests and other encumbrances of every
nature whatsoever; that the Pledged Interests are not subject to any
restriction on transfer  3


contained in the Declarations of Trust or any other
charter documents of the Subtenants or in any agreement or instrument to which
the Subtenants or such Pledgor is a party or by which the Subtenants or the
Pledgor is bound which would prohibit or restrict the pledge of the Pledged
Interests hereunder or the disposition thereof upon default hereunder; that all
of the Pledged Interests have been duly and validly issued and are fully paid
for and nonassessable; and that the Pledged Interests constitute all of the
presently issued and outstanding shares of the beneficial interests of the
Subtenants.  Section 5. 
Covenants of the Pledgor.  The Pledgor
hereby covenants and agrees that it shall not sell, convey or otherwise dispose
of any of the Pledged Collateral nor create, incur or permit to exist any
pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever
with respect to any of the Pledged Collateral or the proceeds thereof, other
than the liens on and security interests in the Pledged Collateral created
hereby.  The Pledgor further covenants
and agrees that it shall not consent to or approve the issuance of any
additional shares of beneficial interest in the Subtenants.  The Pledgor further covenants and agrees
that, until the Secured Obligations are paid in full, such Pledgor shall not
change the state of its incorporation or its corporate name without providing
the Secured Parties with thirty (30) days prior written notice and making all
filings and taking all such other actions as the Secured Party determines are
necessary or appropriate to continue or perfect the security interest granted
hereunder.  Section 6. 
Filing of Financing Statements, etc.The Pledgor authorizes the Secured Parties to file from time to time one
or more financing statements describing the Pledged Collateral.  The Pledgor will cooperate with the Secured
Parties at their request from time to time in obtaining control agreements in
form and substance reasonably satisfactory to the Secured Parties with respect
to any collateral investment property, deposit accounts, or other Pledged
Collateral as to which the Secured Parties determine such agreements are
necessary or appropriate to perfect the security interest granted hereunder.  Section 7. 
Distributions, Etc.  Upon the
dissolution, winding up, liquidation or reorganization of any Subtenant,
whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of any Subtenant, if any sum shall be paid or any property
shall be distributed upon or with respect to any of the Pledged Collateral,
such sum shall  4


be paid over to the Secured Parties, to be held as
collateral security for the Secured Obligations.  If any dividend shall be declared on any of
the Pledged Collateral (excluding cash dividends), or any share of beneficial
interest or fraction thereof shall be issued pursuant to any split of
beneficial interests involving any of the Pledged Collateral, or any distribution
of capital shall be made on any of the Pledged Collateral, or any property
shall be distributed upon or with respect to the Pledged Collateral pursuant to
recapitalization or reclassification of the capital of any Subtenant, the
shares or other property so distributed shall be delivered to the Secured
Parties to be held as collateral security for the Secured Obligations.  Section 8. 
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 Transaction Documents; (b) the
failure of the Guarantor to comply with any of its covenants or obligations
under any Guaranty and the continuation thereof for a period of ten (10) Business
Days after written notice thereof; (c) the failure of the Subtenants to
comply with any of their covenants or obligations under the Transaction
Documents and the continuation thereof for a period of ten (10) Business
Days after written notice thereof; (d) the failure of the Pledgor to
comply with any of its covenants or obligations under this Agreement and the
continuation thereof for a period of ten (10) Business Days after written
notice thereof; or (e) any representation or warranty contained herein or
made by the Pledgor in connection herewith shall prove to have been false or
misleading in any material respect when made.  Section 9. 
Remedies.  (a) Upon
the occurrence and during the continuance of an Event of Default, the Secured
Parties may cause all or any of the Pledged Collateral to be transferred into
its name or into the name of its nominee or nominees, subject to the provisions
of the Uniform Commercial Code or other applicable law.  (b)Upon the occurrence and during the continuance of an Event of Default,
the Secured Parties shall be entitled to exercise the voting power with respect
to the Pledged Collateral, to receive and retain, as collateral security for
the Secured Obligations, any and all dividends or other distributions at any
time and from time to time declared or made upon any of the Pledged Collateral,
and to exercise any and all such rights of payment, conversion, exchange,
subscription or any other rights, privileges or options pertaining to the
Pledged Collateral as if it were the absolute owner thereof,  5


including, without limitation, all such rights under
the Declaration of Trust or any other charter document of any Subtenant, and
further including, without limitation, the right to exchange, at its
discretion, any and all of the Pledged Collateral upon the merger,
consolidation, reorganization, recapitalization or other readjustment of such
Subtenant, upon the exercise of any such right, privilege or option pertaining
to the Pledged Collateral, and in connection therewith, to deposit and deliver
any and all of the Pledged Collateral with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and conditions as
the Secured Parties may determine.  (c)Upon the occurrence and during the continuance of an Event of Default,
the Secured Parties shall have all of the rights and remedies of a secured
party under the Uniform Commercial Code or other applicable law and shall have
the right to sell, resell, assign and deliver all or any of the Pledged
Collateral in one or more parcels at any exchange or brokers board or at
public or private sale.  The Secured
Parties shall give the Pledgor at least ten (10) days prior written
notice of the time and place of any public sale thereof or of the time after
which any private sale or any other intended disposition thereof is to be
made.  Any such notice shall be deemed to
meet any requirement hereunder or under any applicable law (including the
Uniform Commercial Code) that reasonable notification be given of the time and
place of such sale or other disposition. 
Such notice may be given without any demand of performance or other
demand, all such demands being hereby expressly waived by the Pledgor to the
extent permitted by applicable law.  All
such sales shall be at such commercially reasonable price or prices as the
Secured Parties shall deem best and either for cash or on credit or for future
delivery (without assuming any responsibility for credit risk).  At any such sale or sales, the Secured
Parties may purchase any or all of the Pledged Collateral to be sold thereat
upon such terms as the Secured Parties may deem best.  Upon any such sale or sales, the Pledged
Collateral so purchased shall be held by the purchaser absolutely free from any
claims or rights of any kind or nature of the Pledgor, including any equity of
redemption and any similar rights, all such equity of redemption and any
similar rights being hereby expressly waived and released by the Pledgor to the
extent permitted by applicable law.  In
the event any consent, approval or authorization of any governmental agency
will be necessary to effectuate any such sale or sales, the Pledgor shall
execute, and hereby agrees to cause the applicable Subtenant to execute, all
such applications or other instruments as may be required.  The proceeds of any such sale or sales,  6


together with any other additional collateral security
at the time received and held hereunder, shall be received and applied:  first, to the payment of all costs and
expenses of such sale, including attorneys fees; and second, to the
payment of the Secured Obligations in such order of priority as the Secured
Parties shall determine; and any surplus thereafter remaining shall be paid to
the Pledgor or to whomever may be legally entitled thereto (including, if
applicable, any subordinated creditor of the Pledgor).  The
Pledgor recognizes that the Secured Parties may be unable to effect a public
sale of all or a part of the Pledged Collateral by reason of certain
prohibitions contained in the Securities Act of 1933, and may be compelled to
resort to one or more private sales to a restricted group of purchasers who
will be obliged to agree, among other things, to acquire such Pledged Collateral
for their own accounts, for investment and not with a view to the distribution
or resale thereof.  The Pledgor agrees
that private sales so made may be at prices and upon other terms less favorable
to the seller than if such Pledged Collateral were sold at public sales, and
that the Secured Parties shall have no obligation to delay sale of any such
Pledged Collateral for the period of time necessary to permit such Pledged
Collateral to be registered for public sale under the Securities Act of 1933.  The Pledgor agrees that private sales made
under the foregoing circumstances may be deemed to have been made in a
commercially reasonable manner.  Nothing
herein shall be deemed to require the Pledgor to effect a registration of the
Pledged Collateral under the Securities Act of 1933.  (d)Upon
the occurrence and during the continuance of any Event of Default, the Secured
Parties, in their discretion, may demand, sue for and/or collect any money or
property at any time due, payable or receivable, to which it may be entitled
hereunder, on account of or in exchange for any of the Pledged Collateral.  Upon the occurrence and during the
continuance of any Event of Default, the Secured Parties shall further have the
right, for and in the name, place and stead of the Pledgor, to execute
endorsements, assignments, or other instruments of conveyance or transfer with
respect to all or any of the Pledged Collateral.  (e)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 the Pledgor,
other than for gross negligence or willful misconduct.  7


(f)The Secured Parties shall have no
obligation to marshal any assets in favor of the Pledgor, or against or in
payment of the Secured Obligations or any other obligation owed to the Secured
Parties by the Pledgor or any other person.  Section 10. 
Rights of Secured Parties.  No course of
dealing between the Pledgor and the Secured Parties nor any failure to
exercise, nor any delay in exercising, on the part of the Secured Parties, any
right, power or privilege hereunder or under any of the Secured 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.  The rights and remedies
herein provided and provided under any of the Secured Obligations are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law, including, without limitation, the rights and remedies of a
Secured Parties under the Uniform Commercial Code.  Section 11. 
Assignment, Etc.  No waiver by
the Secured Parties or by any other holder of Secured Obligations of any
default shall be effective unless in writing nor operate as a waiver of any
other default or of the same default on a future occasion.  In the event of a sale or assignment by any
of the Secured Parties of its interest under the Transaction Documents, such
Secured Party may assign or transfer its rights and interest under this
Agreement in whole or in part to the purchaser or assignee of such interest,
whereupon such purchaser or purchasers shall become vested with all of the
powers and rights given to such Secured Party hereunder, and such Secured Party
shall thereafter be forever released and fully discharged from any liability or
responsibility thereafter arising hereunder with respect to the rights and
interests so assigned.  Section 12. 
Duty of Secured Parties.  Beyond the
exercise of reasonable care to assure the safe custody of the Pledged
Collateral while held hereunder, the Secured Parties shall have no duty or
liability to collect any sums due in respect thereof or to protect or preserve
rights pertaining thereto, and shall be relieved of all responsibility for the
Pledged Collateral upon surrendering the same to the Pledgor.  Section 13. 
Waivers, Etc.  To the extent
permitted by applicable law, the Pledgor, on its own behalf and on behalf of
its successors and assigns, hereby waives presentment, demand, payment, notice
of dishonor, protest and, except as otherwise provided herein, all other
demands and notices in connection with this Agreement or the enforcement of the
rights of the  8


Secured Parties hereunder or in connection with any
Secured Obligations.  The Secured Parties
may release, supersede, exchange or modify any collateral security it may from
time to time hold and release, surrender or modify the liability of any third
party without giving notice hereunder to the Pledgor.  The Secured Parties shall be under no duty to
exhaust its rights against any such collateral security or any such third party
before realizing on the Pledged Collateral. 
Such modifications, changes, renewals, releases or other actions shall
in no way affect the Pledgors obligations hereunder.  The Pledgor
further waives any right it may have under the Constitution of the Commonwealth
of Massachusetts (or under the constitution of any other state in which the any
of the Pledged 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.  THE PLEDGORS WAIVERS UNDER THIS SECTION 13
HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR
HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND
ITS POSSIBLE ALTERNATIVE RIGHTS.  Section 14. 
Further Assurances as to Collateral; Attorney-in-Fact. 
From time to time hereafter, the Pledgor shall execute and deliver, or
will cause to be executed and delivered, such additional instruments,
certificates or documents (including, without limitation, financing statements,
renewal statements, collateral assignments and other security documents), and
shall 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 Pledged 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 the Pledgor which may be deemed to be a part of
the Pledged Collateral) pursuant hereto and thereto.  The Secured Parties are hereby appointed the
attorney-in-fact, with full power of substitution, of  the Pledgor 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  9


limitation, assignments, conveyances and transfers
which are required to be taken or executed by the Pledgor 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 the Pledgor.  Section 15. 
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
the Pledgor 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]  10


(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 addresses effective upon receipt by the other parties of such notice
and each shall have the right to specify as its address any other address
within the United States of America or to such other address as the party to
whom such notice is directed may have designated in writing to the other
parties hereto.  Section 16. 
Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, and the term Secured Parties
shall be deemed to include any other holder or holders of any of the Secured
Obligations.  Where the context so
permits or requires, terms defined herein in the singular number shall include
the plural, and in the plural number, the singular.  This Agreement may be executed in any number
of counterparts and by the different parties on separate counterparts, each of
which, when so executed and delivered, shall be an original and all of which
shall together constitute one and the same agreement.  Section 17. 
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 of 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
certificates or other instruments representing the Pledged Collateral which are
to be delivered from time to time by the Pledgor to the Secured Parties in
accordance with the terms and conditions of this Agreement.  Section 18. 
Reinstatement.  This
Agreement shall continue to be effective, or be reinstated, as the case may be,
if at any time any amount received by the Secured Parties in respect of the
Pledged Collateral is rescinded or must otherwise be restored or returned by
the Secured Parties upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Pledgor or upon the appointment of any intervenor or
conservator of, or trustee or similar official for the Pledgor or any
substantial part of its or property, or otherwise, all as though such payments
had not been made.  11


Section 19. 
Restrictions on Transfer.  To the extent
that any restrictions imposed by the Declaration of Trust or any other charter
documents of any Subtenant or any other document or instrument would in any way
affect or impair the pledge of the Pledged Collateral hereunder or the exercise
by the Secured Parties of any right granted hereunder including, without
limitation, the right of the Secured Parties to dispose of the Pledged
Collateral upon the occurrence of any Event of Default, the Pledgor hereby
waives such restrictions, and the Pledgor hereby agrees that it will take any
action which the Secured Parties may reasonably request in order that the
Secured Parties may obtain and enjoy the full rights and benefits granted to
the Secured Parties by this Agreement free of any such restrictions.  Section 20. 
Applicable Law.  This
Agreement and any other instruments executed and delivered to evidence,
complete or perfect the transactions contemplated hereby and thereby 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 any such instrument is executed or delivered; or (ii) where
any payment or other performance required by any such instrument is made or
required to be made; or (iii) where any breach of any provision of any
such instrument 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, principal 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.  Section 21. 
Arbitration.The Secured Parties or the Pledgor 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 the Pledgor shall elect to submit any such dispute
to arbitration hereunder, the Secured Parties and the Pledgor shall each
appoint and pay all fees of a fit and impartial person as arbitrator with at
least ten (10) years recent professional experience in the general
subject matter of the dispute.  Notice of
such appointment shall be sent  12


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 the Pledgor 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 the Pledgor, 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 Pledgor.  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.  The
Secured Parties and the Pledgor acknowledge and agree that, to the extent any
such dispute shall involve any Manager and be subject to arbitration pursuant
to such Managers Management Agreement, the Secured Parties and the Pledgor
shall cooperate to consolidate any such arbitration hereunder and under such
Management Agreement into a single proceeding.  Section 22. 
Severability.  In case any
one or more of the provisions contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby, but this  13


Agreement shall be reformed and construed and enforced
to the maximum extent permitted by applicable law.  Section 23. 
Entire Contract.  This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and shall supersede and take the place of
any other instruments purporting to be an agreement of the parties hereto
relating to the subject matter hereof.  Section 24. 
Headings; Counterparts.  Headings in
this Agreement are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof. 
This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument, and in pleading or proving any provision of this Agreement, it
shall not be necessary to produce more than one of such counterparts.  Section 25. 
NONLIABILITY OF TRUSTEES.  THE
DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE SECURED
PARTIES, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY,
THE DECLARATIONS), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND
TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES CCC FINANCING I
TRUST, CCC OF KENTUCKY TRUST, CCC OHIO HEALTHCARE TRUST, CCC PEUBLO NORTE
TRUST, AND HRES1 PROPERTIES TRUST 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 26. 
Original Pledge Agreement.  The Pledgor and the Secured Parties
acknowledge and agree that this Agreement amends and restates the Original
Pledge Agreement in its entirety with respect to the Pledged Collateral and
that this Agreement shall govern the rights and obligations of the Pledgor and
the Secured Parties with respect to the Pledged Collateral from and after the
date of this Agreement.  Notwithstanding
the foregoing, the Original Pledge Agreement shall continue to govern the
rights and obligations of the Pledgor and the Secured Parties with respect to
the Pledged Collateral prior to the date of this Agreement.  14


IN
WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed under seal as of
the date first above written.  PLEDGOR:FS
  TENANT HOLDING COMPANY TRUSTBy:
  /s/
  Travis K. SmithTravis
  K. SmithVice
  PresidentSECURED PARTIES:CCC FINANCING I TRUST,CCC OF KENTUCKY TRUST,CCC OHIO HEALTHCARE TRUST,CCC PUEBLO NORTE TRUSTCCC 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 LLCBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer and Chief
  Financial Officer of each of the foregoing entitiesCCC FINANCING LIMITED, L.P.By:
  CCC RETIREMENT TRUST,its General PartnerBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer and Chief
  Financial Officer


CCC RETIREMENT COMMUNITIES II,
  L.P.By:
  CRESTLINE VENTURES LLC,its General PartnerBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer and Chief
  Financial OfficerHRES1 PROPERTIES TRUSTBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer and Chief
  Financial OfficerLEISURE PARK VENTURE LIMITED
  PARTNERSHIPBy:
  CCC LEISURE PARK
  CORPORATION,its General PartnerBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer and Chief
  Financial OfficerPANTHER
  HOLDINGS LEVEL I, L.P.By:
  PANTHER
  GENPAR TRUST,its
  General PartnerBy:
  /s/
  Richard A. DoyleRichard
  A. DoyleTreasurer
  and Chief Financial Officer


The following exhibits have been omitted and will be supplementally
furnished to the Securities and Exchange Commission upon request:  Exhibit A (Subleases) and Exhibit B (Pledged Interests)