**Exhibit 10.53**

**AMENDED AND RESTATED GUARANTY AGREEMENT**

**THIS AMENDED AND RESTATED GUARANTY AGREEMENT** (this “Agreement”) is enteredinto as of October 1, 2006 by **FIVE STAR QUALITY CARE,INC.**, a Maryland corporation****(the “Guarantor”),for the benefit of **SENIOR HOUSING PROPERTIESTRUST,**a Maryland real estate investment trust (together with itssuccessors and assigns, “SNH”), and **HRES1 PROPERTIES TRUST,**aMaryland real estate investment trust (together with its successors andassigns, the “Landlord” and, together with SNH, collectively, the “Beneficiaries”).

**WITNESSETH :**

**WHEREAS,** pursuant to a Master Lease Agreement, dated as ofMarch 3, 2006 (as amended to date, the “Original Lease”), the Landlordleased to FS PATRIOT LLC and FS COMMONWEALTH LLC, each a Maryland limitedliability company, jointly and severally (the “Tenant”) certain realproperty, together with certain related improvements and personal property, asmore particularly described in the Original Lease; and

**WHEREAS**, the Guarantor and the Beneficiaries areparties to that certain Guaranty Agreement, dated as of March 3, 2006 (the “OriginalGuaranty”), executed in connection with the Original Lease; and

**WHEREAS**, Landlord and Tenant have entered intothat certain Amended and Restated Master Lease Agreement, dated as of the datehereof (the “New Lease”), which amends and restates the Original Leasein its entirety; and

**WHEREAS**, the Guarantor and the Beneficiaries wish to amend and restate the OriginalGuaranty to clarify that the Guarantor guarantees all of the payment andperformance obligations of the Tenant with respect to the New Lease;

**NOW, THEREFORE**, in consideration of the foregoing and for other goodand valuable consideration, the mutual receipt and legal sufficiency of whichare hereby acknowledged, the Guarantor hereby agrees as follows:

**1.**             **Certain Terms**.  Capitalized terms used and not otherwisedefined in this Agreement shall have the meanings ascribed to such terms in theNew Lease.  The New Lease and theIncidental Documents are herein collectively referred to as the “TransactionDocuments.”

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**2.**             **Guaranteed Obligations**.  For purposes of this Agreement, the term “GuaranteedObligations” shall mean (i) the payment and performance of each and everyobligation of the Tenant to the Landlord under the Transaction Documents orrelating thereto, whether now existing or hereafter arising, and including,without limitation, the payment of the full amount of the Rent payable underthe New Lease and (ii) the repayment to the Landlord and its Affiliated Personsof any and all amounts from time to time advanced or incurred by the Landlordor such Affiliated Persons in connection with any guaranty or other agreementprovided by the Landlord or such Affiliated Persons to any Governmental Agencyto facilitate the licensing of any Facility located upon the Leased Property.

**3.**             **Representations and Covenants**.  The Guarantor represents, warrants,covenants, and agrees that:

**3.1**  **Incorporationof Representations and Warranties**.  The representations and warranties of theTenant and its Affiliated Persons set forth in the Transaction Documents aretrue and correct on and as of the date hereof in all material respects.

**3.2**  **Performanceof Covenants and Agreements**. The Guarantor hereby agrees to take all lawful action in its power tocause the Tenant duly and punctually to perform all of the covenants andagreements set forth in the Transaction Documents.

**3.3****** **Validity of Agreement**.  The Guarantor has duly and validly executedand delivered this Agreement; this Agreement constitutes the legal, valid andbinding obligation of the Guarantor, enforceable against the Guarantor inaccordance with its terms, except as the enforceability thereof may be subjectto bankruptcy, fraudulent conveyance, insolvency, reorganization, moratoriumand other laws relating to or affecting creditors’ rights generally and subjectto general equitable principles, regardless of whether enforceability isconsidered in a proceeding at law or in equity; and the execution, delivery andperformance of this Agreement have been duly authorized by all requisite actionof the Guarantor and such execution, delivery and performance by the Guarantorwill not result in any breach of the terms, conditions or provisions of, orconflict with or constitute a default under, or result in the creation of anylien, charge or encumbrance upon any of the property or assets of the Guarantorpursuant to the terms of, any indenture, mortgage, deed of trust, note, otherevidence of indebtedness, agreement or other instrument to which it may be aparty or by which it or any of its property or assets may be bound, or violateany provision of law, or any applicable order, 

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writ, injunction,judgment or decree of any court or any order or other public regulation of anygovernmental commission, bureau or administrative agency.

**3.4**  **Paymentof Expenses**.  TheGuarantor agrees, as principal obligor and not as guarantor only, to pay to theBeneficiaries forthwith, upon demand, in immediately available federal funds,all costs and expenses (including reasonable attorneys’ fees and disbursements)incurred or expended by the Beneficiaries in connection with the enforcement ofthis Agreement, together with interest on amounts recoverable under thisAgreement from the time such amounts become due until payment at the OverdueRate.  The Guarantor’s covenants andagreements set forth in this Section 3.4 shall survive the terminationof this Agreement.

**3.5**   **Notices**.  The Guarantor shall promptly give notice tothe Beneficiaries of any event known to it which might reasonably result in amaterial adverse change in its financial condition.

**3.6**  **Reports**.  The Guarantor shall promptly provide to theLandlord each of the financial reports, certificates and other documentsrequired of it under the Transaction Documents.

**3.7**  **Booksand Records**.  TheGuarantor shall at all times keep proper books of record and account in whichfull, true and correct entries shall be made of its transactions in accordancewith generally accepted accounting principles and shall set aside on its booksfrom its earnings for each fiscal year all such proper reserves, includingreserves for depreciation, depletion, obsolescence and amortization of itsproperties during such fiscal year, as shall be required in accordance withgenerally accepted accounting principles, consistently applied, in connectionwith its business.  The Guarantor shallpermit access by the Beneficiaries and their agents to the books and recordsmaintained by the Guarantor during normal business hours and upon reasonablenotice.  Any proprietary informationobtained by Landlord with respect to the Guarantor pursuant to the provisionsof this Agreement shall be treated as confidential, except that suchinformation may be disclosed or used, subject to appropriate confidentialitysafeguards, pursuant to any court order or in any litigation between theparties and except further that Landlord may disclose such information to itsprospective lenders, provided that Landlord shall direct such lenders tomaintain such information as confidential.

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**3.8**  **Taxes,Etc**.  The Guarantor shallpay and discharge promptly as they become due and payable all taxes,assessments and other governmental charges or levies imposed upon the Guarantoror the income of the Guarantor or upon any of the property, real, personal ormixed, of the Guarantor, or upon any part thereof, as well as all claims of anykind (including claims for labor, materials and supplies) which, if unpaid,might by law become a lien or charge upon any property and result in a materialadverse change in the financial condition of the Guarantor; provided, however,that the Guarantor shall not be required to pay any such tax, assessment,charge, levy or claim if the amount, applicability or validity thereof shallcurrently be contested in good faith by appropriate proceedings or otherappropriate actions promptly initiated and diligently conducted and if theGuarantor shall have set aside on its books such reserves of the Guarantor, ifany, with respect thereto as are required by generally accepted accountingprinciples.

**3.9**  **LegalExistence of Guarantor**. The Guarantor shall do or cause to bedone all things necessary to preserve and keep in full force and effect itslegal existence.

**3.10**  **Compliance**.  The Guarantor shall use reasonable businessefforts to comply in all material respects with all applicable statutes, rules,regulations and orders of, and all applicable restrictions imposed by, allgovernmental authorities in respect of the conduct of its business and theownership of its property (including, without limitation, applicable statutes,rules, regulations, orders and restrictions relating to environmental, safetyand other similar standards or controls).

**3.11**  **Insurance**.  The Guarantor shall maintain, with financiallysound and reputable insurers, insurance with respect to its properties andbusiness against loss or damage of the kinds customarily insured against byowners of established reputation engaged in the same or similar businesses andsimilarly situated, in such amounts and by such methods as shall be customaryfor such owners and deemed adequate by the Guarantor.

**3.12**  **No Change in Control**.  The Guarantor shall not permit the occurrenceof any direct or indirect Change in Control of either or both of the Entitiescomprising the Tenant or the Guarantor.

**4.            ****Guarantee**. The Guarantor hereby unconditionally guarantees that the GuaranteedObligations which are monetary obligations shall be paid in full when due andpayable, whether 

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upon demand, at the stated or accelerated maturitythereof pursuant to any Transaction Document, or otherwise, and that theGuaranteed Obligations which are performance obligations shall be fullyperformed at the times and in the manner such performance is required by theTransaction Documents.  With respect tothe Guaranteed Obligations which are monetary obligations, this guarantee is aguarantee of payment and not of collectibility and is absolute and in no wayconditional or contingent.  In case anypart of the Guaranteed Obligations shall not have been paid when due andpayable or performed at the time performance is required, the Guarantor shall,in the case of monetary obligations, within five (5) Business Days afterreceipt of notice from the applicable Beneficiary, pay or cause to be paid tosuch Beneficiary the amount thereof as is then due and payable and unpaid(including interest and other charges, if any, due thereon through the date ofpayment in accordance with the applicable provisions of the TransactionDocuments) or, in the case of nonmonetary obligations, perform or cause to beperformed such obligations in accordance with the Transaction Documents.

**5.            ****Set-Off****. **The Guarantor hereby authorizes the Landlord, at anytime and without notice to set off the whole or any portion or portions of anyor all sums credited by or due from the Landlord to it against amounts payableunder this Agreement.  The Landlord shallpromptly notify the Guarantor of any such set-off made by the Landlord and theapplication made by the Landlord of the proceeds thereof.

**6.            ****Unenforceability ofGuaranteed Obligations, Etc.**  If the Tenantis for any reason under no legal obligation to discharge any of the GuaranteedObligations (other than because the same have been previously discharged in accordancewith the terms of the Transaction Documents), or if any other moneys includedin the Guaranteed Obligations have become unrecoverable from the Tenant byoperation of law or for any other reason, including, without limitation, theinvalidity or irregularity in whole or in part of any Guaranteed Obligation orof any Transaction Document or any limitation on the liability of the Tenantthereunder not contemplated by the Transaction Documents or any limitation onthe method or terms of payment thereunder which may now or hereafter be causedor imposed in any manner whatsoever, the guarantees contained in this Agreementshall nevertheless remain in full force and effect and shall be binding uponthe Guarantor to the same extent as if the Guarantor at all times had been theprincipal debtor on all such Guaranteed Obligations.

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**7.            ****Additional Guarantees**. This Agreement shall be in addition to any other guarantee or othersecurity for the Guaranteed Obligations and it shall not be prejudiced orrendered unenforceable by the invalidity of any such other guarantee orsecurity or by any waiver, amendment, release or modification thereof.

**8.            ****Consents and Waivers,Etc.**  The Guarantor hereby acknowledges receipt ofcorrect and complete copies of each of the Transaction Documents, and consentsto all of the terms and provisions thereof, as the same may be from time totime hereafter amended or changed in accordance with the terms and conditionsthereof, and, except as otherwise provided herein, to the maximum extent permittedby applicable law, waives (a) presentment, demand for payment, and protest ofnonpayment, of any principal of or interest on any of the GuaranteedObligations, (b) notice of acceptance of this Agreement and of diligence,presentment, demand and protest, (c) notice of any default hereunder and anydefault, breach or nonperformance or Event of Default under any of theGuaranteed Obligations or the Transaction Documents, (d) notice of the terms,time and place of any private or public sale of any collateral held as securityfor the Guaranteed Obligations, (e) demand for performance or observance of,and any enforcement of any provision of, or any pursuit or exhaustion of rightsor remedies against the Tenant or any other guarantor of the Guaranteed Obligations,under or pursuant to the Transaction Documents, or any agreement directly orindirectly relating thereto and any requirements of diligence or promptness onthe part of the holders of the Guaranteed Obligations in connection therewith,and (f) to the extent the Guarantor lawfully may do so, any and all demands andnotices of every kind and description with respect to the foregoing or whichmay be required to be given by any statute or rule of law and any defense ofany kind which it may now or hereafter have with respect to this Agreement, orany of the Transaction Documents or the Guaranteed Obligations (other than thatthe same have been discharged in accordance with the Transaction Documents).

**9.            ****No Impairment, Etc.** The obligations, covenants, agreements and duties of the Guarantor underthis Agreement shall not be affected or impaired by any assignment or transferin whole or in part of any of the Guaranteed Obligations without notice to theGuarantor, or any waiver by either Beneficiary or any holder of any of theGuaranteed Obligations or by the holders of all of the Guaranteed Obligationsof the performance or observance by the Tenant or any other guarantor of any ofthe agreements, covenants, terms or conditions contained in the 

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Guaranteed Obligations or the Transaction Documents orany indulgence in or the extension of the time for payment by the Tenant or anyother guarantor of any amounts payable under or in connection with theGuaranteed Obligations or the Transaction Documents or any other instrument oragreement relating to the Guaranteed Obligations or of the time for performanceby the Tenant or any other guarantor of any other obligations under or arisingout of any of the foregoing or the extension or renewal thereof (except that withrespect to any extension of time for payment or performance of any of theGuaranteed Obligations granted by the Landlord or any other holder of suchGuaranteed Obligations to the Tenant, the Guarantor’s obligations to pay orperform such Guaranteed Obligation shall be subject to the same extension oftime for performance), or the modification or amendment (whether material orotherwise) of any duty, agreement or obligation of the Tenant or any otherguarantor set forth in any of the foregoing, or the voluntary or involuntarysale or other disposition of all or substantially all the assets of the Tenantor any other guarantor or insolvency, bankruptcy, or other similar proceedingsaffecting the Tenant or any other guarantor or any assets of the Tenant or anysuch other guarantor, or the release or discharge of the Tenant or any suchother guarantor from the performance or observance of any agreement, covenant,term or condition contained in any of the foregoing without the consent of theholders of the Guaranteed Obligations by operation of law, or any other cause,whether similar or dissimilar to the foregoing.

**10.         ****Reimbursement,Subrogation, Etc.**  The Guarantor hereby covenantsand agrees that it will not enforce or otherwise exercise any rights of reimbursement,subrogation, contribution or other similar rights against the Tenant (or anyother person against whom the Landlord may proceed) with respect to theGuaranteed Obligations prior to the payment in full of all amounts owing withrespect to the New Lease, and until all indebtedness of the Tenant to theLandlord shall have been paid in full, the Guarantor shall not have any rightof subrogation, and the Guarantor waives any defense it may have based upon anyelection of remedies by the Landlord which destroys its subrogation rights orits rights to proceed against the Tenant for reimbursement, including, withoutlimitation, any loss of rights the Guarantor may suffer by reason of anyrights, powers or remedies of the Tenant in connection with any anti-deficiencylaws or any other laws limiting, qualifying or discharging the indebtedness tothe Landlord.  Until all obligations ofthe Tenant pursuant to the Transaction Documents shall have been paid andsatisfied in full, the Guarantor further waives any right to enforce any remedywhich the Landlord now has or may in 

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the future have against the Tenant, any otherguarantor or any other person and any benefit of, or any right to participatein, any security whatsoever now or in the future held by the Landlord.

**11.         ****Defeasance****.**  This Agreement shall terminate at such time as the GuaranteedObligations have been paid and performed in full and all other obligations ofthe Guarantor to the Beneficiaries under this Agreement have been satisfied infull; provided, however, if at any time, all or any part of anypayment applied on account of the Guaranteed Obligations is or must berescinded or returned for any reason whatsoever (including, without limitation,the insolvency, bankruptcy or reorganization of any of the Entities comprisingthe Tenant), this Agreement, to the extent such payment is or must be rescindedor returned, shall be deemed to have continued in existence notwithstanding anysuch termination.

**12.****          Notices.** (a)  Any and all notices, demands, consents,approvals, offers, elections and other communications required or permittedunder this Agreement shall be deemed adequately given if in writing and thesame shall be delivered either in hand, by telecopier with writtenacknowledgment of receipt, or by mail or Federal Express or similar expeditedcommercial carrier, addressed to the recipient of the notice, postpaid andregistered or certified with return receipt requested (if by mail), or with allfreight charges prepaid (if by Federal Express or similar carrier).

(b)  All noticesrequired or permitted to be sent hereunder shall be deemed to have been givenfor all purposes of this Agreement upon the date of acknowledged receipt, inthe case of a notice by telecopier, and, in all other cases, upon the date ofreceipt or refusal, except that whenever under this Agreement a notice iseither received on a day which is not a Business Day or is required to bedelivered on or before a specific day which is not a Business Day, the day ofreceipt or required delivery shall automatically be extended to the nextBusiness Day.
|        | (c)                       | All such notices shall be addressed, |
|--------|---------------------------|--------------------------------------|
|   |                      |                                 |
|   | if to either Beneficiary: |
|   |                      |
|   |                      | Senior Housing  Properties Trust     |
|   |                      | 400 Centre  Street                   |
|   |                      | Newton,  Massachusetts 02458         |
|   |                      | Attn: Mr. David  J. Hegarty          |
|   |                      | [Telecopier No.  (617) 796-8349]     |

 

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|        | if to the Guarantor to: |
|--------|-------------------------|
|   |                    |
|   |                    | Five Star Quality Care, Inc. |
|   |                    | 400 Centre  Street |
|   |                    | Newton,  Massachusetts 02458 |
|   |                    | Attn: Mr. Evrett  W. Benton |
|   |                    | [Telecopier No.  (617) 796-8385] |

 

(d)  By noticegiven as herein provided, the parties hereto and their respective successorsand assigns shall have the right from time to time and at any time during theterm of this Agreement to change their respective addresses effective uponreceipt by the other parties of such notice and each shall have the right tospecify as its address any other address within the United States of America.

**13.         ****Successors and Assigns****.** Whenever in this Agreement any of the parties hereto is referred to, suchreference shall be deemed to include the successors and assigns of such party,including without limitation the holders, from time to time, of the GuaranteedObligations; and all representations, warranties, covenants and agreements byor on behalf of the Guarantor which are contained in this Agreement shall inureto the benefit of the Landlord’s successors and assigns, including withoutlimitation said holders, whether so expressed or not.

**14.         ****Applicable Law****.** Except as to matters regarding the internal affairs of the Beneficiariesand issues of or limitations on any personal liability of the shareholders andtrustees of the Beneficiaries for obligations of the Beneficiaries, as to whichthe laws of the State of Maryland shall govern, this Agreement, the TransactionDocuments and any other instruments executed and delivered to evidence,complete or perfect the transactions contemplated hereby and thereby shall beinterpreted, construed, applied and enforced in accordance with the laws of TheCommonwealth of Massachusetts applicable to contracts between residents ofMassachusetts 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 madeor required to be made; or (iii) where any breach of any provision of any suchinstrument occurs, or any cause of action otherwise accrues; or (iv) where anyaction or other proceeding is instituted or pending; or (v) the nationality,citizenship, domicile, principal place of business, or jurisdiction oforganization or domestication of any party; or (vi) whether the laws of theforum jurisdiction otherwise would apply the laws of a jurisdiction other thanThe 

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Commonwealth of Massachusetts; or (vii) anycombination of the foregoing.

**15.          Arbitration.**  Either Beneficiary or the Guarantor may elect to submit toarbitration any dispute hereunder that has an amount in controversy in excessof $250,000.  Any such arbitration shallbe conducted in Boston, Massachusetts in accordance with the CommercialArbitration Rules of the American Arbitration Association then pertaining andthe decision of the arbitrators with respect to such dispute shall be binding,final and conclusive on the parties.

In the event that any such dispute is submitted to arbitrationhereunder, the applicable Beneficiary and the Guarantor shall each appoint andpay 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 thedispute.  Notice of such appointmentshall be sent in writing by each party to the other, and the arbitrators soappointed, in the event of their failure to agree within thirty (30) days afterthe appointment of the second arbitrator upon the matter so submitted, shallappoint a third arbitrator.  If eitherthe Landlord or the Guarantor shall fail to appoint an arbitrator as aforesaidfor a period of twenty (20) days after written notice from the other party tomake such appointment, then the arbitrator appointed by the party having madesuch appointment shall appoint a second arbitrator and the two (2) so appointedshall, 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 athird arbitrator within forty five (45) days after the appointment of thesecond arbitrator, then such third arbitrator shall be appointed by theAmerican Arbitration Association from its qualified panel of arbitrators, andshall be a person having at least ten (10) years’ recent professionalexperience as to the subject matter in question.  The fees of the third arbitrator and theexpenses incident to the proceedings shall be borne equally between theapplicable Beneficiary and the Guarantor, unless the arbitrators decideotherwise.  The fees of respectivecounsel engaged by the parties, and the fees of expert witnesses and otherwitnesses called for the parties, shall be paid by the respective partyengaging 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 counterpartthereof to be delivered to the applicable Beneficiary and one to theGuarantor.  A judgment of a court of 

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competent jurisdiction may be entered upon the awardof the arbitrators in accordance with the rules and statutes applicable theretothen obtaining.

The Landlord andthe Guarantor acknowledge and agree that, to the extent any such dispute shallinvolve any Manager and be subject to arbitration pursuant to such Manager’sManagement Agreement, the Landlord and the Guarantor shall cooperate toconsolidate any such arbitration hereunder and under such Management Agreementinto a single proceeding.

**16.         ****Modification ofAgreement**.  No modification or waiver of any provision ofthis Agreement, nor any consent to any departure by the Guarantor therefrom,shall in any event be effective unless the same shall be in writing and signedby the Beneficiaries, and such modification, waiver or consent shall beeffective only in the specific instances and for the purpose for which given.  No notice to or demand on the Guarantor inany case shall entitle the Guarantor to any other or further notice or demandin the same, similar or other circumstances. This Agreement may not be amended except by an instrument in writingexecuted by or on behalf of the party against whom enforcement of suchamendment is sought.

**17.         ****Waiver of Rights by theBeneficiaries**.  Neither any failure nor any delay on theBeneficiaries’ part in exercising any right, power or privilege under thisAgreement shall operate as a waiver thereof, nor shall a single or partialexercise thereof preclude any other or further exercise or the exercise of anyother right, power or privilege.

**18.         ****Severability****.** In case any one or more of the provisions contained in this Agreementshould be invalid, illegal or unenforceable in any respect, the validity,legality and enforceability of the remaining provisions contained herein shallnot in any way be affected or impaired thereby, but this Agreement shall bereformed and construed and enforced to the maximum extent permitted byapplicable law.

**19.         ****Entire Contract****.** This Agreement constitutes the entire agreement between the partieshereto with respect to the subject matter hereof and shall supersede and takethe place of any other instruments purporting to be an agreement of the partieshereto relating to the subject matter hereof.

**20.         ****Headings; Counterparts****.** Headings in this Agreement are for purposes of reference only and shallnot limit or otherwise affect the meaning hereof.  This Agreement may be executed in any numberof counterparts, each of which shall be 

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an original, but all of which together shallconstitute one instrument, and in pleading or proving any provision of thisAgreement, it shall not be necessary to produce more than one of such counterparts.

**21.         ****Remedies Cumulative****.** No remedy herein conferred upon the Beneficiaries is intended to beexclusive of any other remedy, and each and every remedy shall be cumulativeand shall be in addition to every other remedy given hereunder or now or hereafterexisting at law or in equity or by statute or otherwise.

**22.         ****NON-LIABILITY OFTRUSTEES**. THEDECLARATION OF TRUST ESTABLISHING THE BENEFICIARIES, COPIES OF WHICH, TOGETHERWITH ALL AMENDMENTS THERETO (THE “DECLARATION”), ARE DULY FILED WITH THEDEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THATTHE NAMES “SNH PROPERTIES TRUST” AND “HRES1 PROPERTIES TRUST” REFER TO THETRUSTEES UNDER THE DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLYOR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OFEITHER BENEFICIARY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY ORSEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, SUCH BENEFICIARY.  ALL PERSONS DEALING WITH THE BENEFICIARIES,IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE BENEFICIARIES FOR THE PAYMENTOF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

**WITNESS**the execution hereof under seal as of the date above first written.
|        |   | **FIVE STAR QUALITY CARE, INC.,** |
|--------|--------|-----------------------------------|
|   |   | a Maryland corporation            |
|   |   |                              |
|   |   |                              |
|   |   |                              |
|   |   | /s/ Evrett W.  Benton             |
|   |   | By: Evrett W.  Benton             |
|   |   | Its: President                    |

 

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