Exhibit
99.15  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 November 1, 2009 by and among FIVE STAR
QUALITY CARE, INC., a
Maryland corporation(Guarantor),
each of the parties identified on the signature page hereof as a tenant
(jointly and severally, 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. 2), dated as of August 4,
2009 (as the same may  be amended,
restated or otherwise modified from time to time, the Amended Lease No. 2),
Landlord leases to Tenant, and Tenant leases from Landlord, certain property,
all as more particularly described in Amended Lease No. 2; and  WHEREAS,the payment
and performance of all of the obligations of Tenant with respect to Amended
Lease No. 2 are guaranteed by that certain Amended and Restated Guaranty
Agreement (Lease No. 2), 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 Guaranty) and that certain
Amended and Restated Subtenant Guaranty Agreement (Lease No. 2), 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
Guaranty; and, together with Guaranty, collectively, the Guaranty);
and  WHEREAS,the payment
and performance of all of the obligations of Tenant with respect to Amended
Lease No. 2 are further secured by (i) that
certain Amended and Restated Subtenant Security Agreement (Lease No. 2),
dated as of August 4, 2009, by and among Subtenants and Landlord (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. 2), 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 Partial Termination of
and First Amendment to Amended and Restated Master Lease Agreement (Lease No. 2),
dated as of the date hereof (the First Amendment), Amended Lease No. 2
is being partially terminated and amended to reflect the sale of a certain
property thereunder having an address at 300 Cedar Street, Tarkio, Missouri
(the Tarkio Property), all as more particularly described in the First
Amendment; and  WHEREAS, in connection with the partial termination of
Amended Lease No. 2 with respect to the Tarkio Property pursuant to the
First Amendment, Five Star Quality Care Trust and Five Star Quality Care-MO,
LLC (the Tarkio Subtenant) are also terminating that certain Sublease
Agreement, dated as of December 31, 2001, as amended, with respect to the
Tarkio Property; and  WHEREAS,in connection with the
foregoing, and as a condition precedent to the execution of the First Amendment
by Landlord, Landlord has required that the parties hereto confirm that the
Guarantees and the Security Agreements remain in full force and effect (after
giving effect to the release of the Tarkio Property and the Tarkio Subtenant
therefrom from and after the date hereof) and apply to Amended Lease No. 2
as amended by the First 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 Exhibit A attached hereto; (b) replacing
Schedule 1 attached thereto with Schedule 1 attached hereto; (c) and
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. 2shall refer to
Amended Lease No. 2 as amended by the First Amendment, and the Guarantees
and the Security Agreements, as amended and  2


confirmed hereby, are hereby
ratified and confirmed in all respects.  4.             Release
of Tarkio Subtenant.  The Tarkio
Subtenant is hereby released from any of its liabilities or obligations first
arising under the Subtenant Guaranty or the Subtenant Security Agreement from
and after the date hereof, except for any such liabilities or obligations which
survive the termination of the Subtenant Guaranty or the Subtenant Security
Agreement.  5.             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 First Amendment, and in no event shall any ratification or
confirmation of such Guarantees or 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.  [Signatures on following pages.]  3


IN
WITNESS WHEREOF,
the parties hereto have caused this Confirmation to be duly executed as a
sealed instrument as of the date first above written.  GUARANTOR:FIVE
  STAR QUALITY CARE, INC.By:
  /s/Francis R.
  Murphy IIIFrancis
  R. Murphy IIITreasurerTENANT:FIVE
  STAR QUALITY CARE TRUST,FS
  TENANT HOLDING COMPANY TRUST,FS COMMONWEALTH LLC,andFS PATRIOT LLCBy:
  /s/Francis R.
  Murphy IIIFrancis
  R. Murphy IIITreasurer


SUBTENANTS:FIVE STAR QUALITY CARE-CA II,
  LLC,FIVE STAR QUALITY
  CARE-COLORADO, LLC,FIVE STAR QUALITY CARE-GA, LLC,FIVE STAR QUALITY CARE-GHV,
  LLC,FIVE STAR QUALITY CARE-IA, LLC,FIVE STAR QUALITY CARE-IN, LLC,FIVE STAR QUALITY CARE-KS, LLC,FIVE STAR QUALITY CARE-MD, LLC,FIVE STAR QUALITY CARE-MO, LLC,FIVE STAR QUALITY CARE-NE,
  INC.,FIVE STAR QUALITY CARE-NE, LLC,FIVE STAR QUALITY CARE-TX, LLC,FIVE STAR QUALITY CARE-WI, LLC,FS LAFAYETTE TENANT TRUST,FS LEISURE PARK TENANT TRUST,FS LEXINGTON TENANT TRUST,FS TENANT POOL I TRUST,FS TENANT POOL II TRUST,FS TENANT POOL III TRUST,FS TENANT POOL IV TRUST,andFSQC-AL,
  LLCBy:
  /s/Francis R.
  Murphy IIIFrancis
  R. Murphy IIITreasurerMORNINGSIDE
  OF ANDERSON, L.P.,and
  MORNINGSIDE
  OF ATHENS, LIMITED PARTNERSHIPBy:
  LifeTrust America, Inc.,General Partner of each
  of the foregoing entitiesBy:
  /s/Francis R.
  Murphy IIIFrancis
  R. Murphy IIITreasurer


LANDLORD:CCC FINANCING I TRUST,CCC INVESTMENTS I, L.L.C.,CCC OF KENTUCKY TRUST,CCC PUEBLO NORTE TRUST,CCDE SENIOR LIVING LLC,CCOP SENIOR LIVING LLC,HRES1 PROPERTIES TRUST,O.F.C. CORPORATION,SNH CHS PROPERTIES TRUST,SNH SOMERFORD PROPERTIES TRUST,SNH/LTA PROPERTIES GA LLC,SNH/LTA PROPERTIES TRUST,SPTIHS PROPERTIES TRUST,andSPTMNR PROPERTIES TRUSTBy:
  /s/ David J. HegartyDavid J. HegartyPresidentLEISURE PARK VENTURE LIMITED PARTNERSHIPBy:
  CCC Leisure Park Corporation,its General PartnerBy:
  /s/ David J. HegartyDavid J. HegartyPresidentCCC RETIREMENT COMMUNITIES II, L.P.By:
  Crestline Ventures LLC,its General PartnerBy:
  /s/ David J. HegartyDavid J. HegartyPresidentCCC FINANCING LIMITED, L.P.By:
  CCC Retirement Trust,its General PartnerBy:
  /s/ David J. HegartyDavid J. HegartyPresident


EXHIBIT A  REPLACEMENT EXHIBIT A FOR SUBTENANT SECURITY AGREEMENT  (See attached copy.)


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-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 as of 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-IA, 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 as of 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-KS, 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 as of 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-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 as of 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 January 11,
2002, by and between FS Tenant Holding Company Trust, a Maryland business
trust, and FS Leisure Park Tenant Trust, a Maryland business trust, as amended
by that certain Letter Agreement dated June 30, 2008 by and among FS
Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five
Star Quality Care, Inc., as subtenants, as further amended by that certain
Letter Agreement dated as of August 4, 2009, by and among FS Tenant
Holding Company Trust, as sublandlord and Certain Affiliates of Five Star
Quality Care, Inc., as subtenants.  6.Sublease Agreement, dated January 11,
2002, by and between FS Tenant Holding Company Trust, a Maryland business
trust, and FS Lafayette Tenant Trust, a Maryland business trust, as amended by
that certain Letter Agreement dated June 30, 2008 by and among FS Tenant
Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star
Quality Care, Inc., as subtenants, as further amended by that certain
Letter Agreement dated as of August 4, 2009, by and among FS Tenant
Holding Company Trust, as sublandlord and Certain Affiliates of Five Star
Quality Care, Inc., as subtenants.  7.Sublease Agreement, dated January 11,
2002, by and between FS Tenant Holding Company Trust, a Maryland business
trust, and FS Lexington Tenant Trust, a Maryland business trust, as amended by
that certain Letter Agreement dated June 30, 2008 by and among FS Tenant
Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star
Quality Care, Inc., as subtenants, as further amended by that


certain Letter Agreement
dated as of August 4, 2009, by and among FS Tenant Holding Company Trust,
as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as
subtenants.  8.Sublease Agreement, dated January 11,
2002, by and between FS Tenant Holding Company Trust, a Maryland business
trust, and FS Tenant Pool IV Trust, a Maryland business trust, as amended by
that certain Letter Agreement dated June 30, 2008 by and among FS Tenant
Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star
Quality Care, Inc., as subtenants, as further amended by that certain
Letter Agreement dated as of August 4, 2009, by and among FS Tenant
Holding Company 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 Anderson, 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 as of 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 Athens, 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 as of 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 May 6,
2005, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-CA 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 as of 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 as of 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.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 as of 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 February 7,
2008, 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, 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 as of 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 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 as of 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.Sublease Agreement, dated August 1,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and FSQC-AL, LLC, as subtenant, as further amended by that
certain Letter Agreement dated as of 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.Sublease Agreement, dated November 1,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-IN, LLC, as subtenant, as further
amended by that certain Letter Agreement dated as of 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.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-MD, LLC, a
Delaware limited liability company, as subtenant.  19.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.  20.Amended and Restated Sublease Agreement,
dated as of August 4, 2009, by and between FS Tenant Holding Company
Trust, a Maryland business trust, as sublandlord and FS Tenant Pool I Trust, a
Maryland business trust, as subtenant.  21.Amended and Restated Sublease Agreement,
dated as of August 4, 2009, by and between FS Tenant Holding Company
Trust, a Maryland business trust, as sublandlord, and FS Tenant Pool II Trust,
a Maryland business trust, as subtenant.  22.Amended and Restated Sublease Agreement,
dated as of August 4, 2009, by and between FS Tenant Holding Company
Trust, a Maryland business trust, as sublandlord, and FS Tenant Pool III Trust,
a Maryland business trust, as subtenant.


SCHEDULE 1  REPLACEMENT SCHEDULE 1
FOR SUBTENANT SECURITY AGREEMENT  (See attached copy.)


SCHEDULE
1  Subtenant
  Name, Organizational Structure
  & Corporate Identification Number:
  
  Chief Executive Office &
  Principal Place of Business:
  
  Other
  NamesFive Star Quality
  Care-CA II, LLC, a Delaware limited liability company
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  None.Five Star Quality
  Care-Colorado, LLC, a Delaware limited liability company
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  SHOPCO-Colorado, LLCFive Star Quality
  Care-GA, LLC, a Delaware limited liability company
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  SHOPCO-GA, LLCFive Star Quality
  Care-GHV, LLC, a Maryland limited liability company
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  None.Five Star Quality
  Care-IA, LLC, a Delaware limited liability company
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  SHOPCO-IA, LLCFive Star Quality
  Care-IN, LLC, a Maryland limited liability company
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  None.Five Star Quality Care-KS,
  LLC, a Delaware limited liability company
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  SHOPCO-KS, LLCFive Star Quality
  Care-MD, LLC, a Delaware limited liability company
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  None.Five Star Quality
  Care-NE, Inc., a Delaware corporation 
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  SHOPCO-NE, Inc.Five Star Quality
  Care-NE, LLC, a Delaware limited liability company
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  SHOPCO-NE, LLCFive Star Quality
  Care-TX, LLC, a Maryland limited liability company 
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  None.Five Star Quality
  Care-WI, LLC, a Delaware limited liability company 
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  SHOPCO-WI, LLCFS Lafayette Tenant
  Trust, a Maryland business trust 
  No: MD B06518989
  
  400 Centre Street
  Newton, MA 02458
  
  None.FS Leisure Park Tenant
  Trust, a Maryland business trust 
  No: MD B06547053
  
  400 Centre Street
  Newton, MA 02458
  
  None.FS Lexington Tenant
  Trust, a Maryland business trust 
  No: MD B06519029
  
  400 Centre Street
  Newton, MA 02458
  
  None.FS Tenant Pool I Trust,
  a Maryland business trust 
  No: MD B06519011
  
  400 Centre Street
  Newton, MA 02458
  
  None.FS Tenant Pool II
  Trust, a Maryland business trust 
  No: MD B06518146
  
  400 Centre Street
  Newton, MA 02458
  
  None.FS Tenant Pool III
  Trust, a Maryland business trust 
  No: MD B06519037
  
  400 Centre Street
  Newton, MA 02458
  
  None.


Subtenant
  Name, Organizational Structure
  & Corporate Identification Number:
  
  Chief Executive Office &
  Principal Place of Business:
  
  Other
  NamesFS Tenant Pool IV
  Trust, a Maryland business trust 
  No: MD B06519045
  
  400 Centre Street
  Newton, MA 02458
  
  None.FSQC-AL, LLC, a
  Maryland limited liability company 
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  None.Morningside of
  Anderson, L.P., a Delaware limited partnership 
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  None.Morningside of Athens,
  Limited Partnership, a Delaware limited partnership 
  No.
  
  400 Centre Street
  Newton, MA 02458
  
  None.


SCHEDULE 2  REPLACEMENT SCHEDULE 2
FOR SUBTENANT SECURITY AGREEMENT  (See attached copy.)


SCHEDULE
2  The
Facilities  State
  
  Facility
  
  SubtenantALABAMA:
  
  ASHTON GABLES IN
  RIVERCHASE2184 Parkway
  Lake Drive
  Birmingham, Alabama 35244
  
  FSQC-AL, LLCLAKEVIEW ESTATES2634 Valleydale
  Road
  Birmingham, Alabama 35244
  
  FSQC-AL, LLCARIZONA:
  
  THE FORUM AT PUEBLO
  NORTE7090 East
  Mescal Street
  Scottsdale, AZ 85254
  
  FS Tenant Pool II TrustCALIFORNIA:
  
  LA SALETTE HEALTH AND
  REHABILITATION CENTER537 East Fulton
  Street
  Stockton, California 95204
  
  Five Star Quality
  Care-CA II, LLCTHOUSAND OAKS
  HEALTHCARE CENTER93 W. Avenida
  de Los Arboles
  Thousand Oaks, California 91360
  
  Five Star Quality
  Care-CA II, LLCCOLORADO:
  
  SKYLINE RIDGE
  NURSING & REHABLITATION CENTER515 Fairview
  Avenue
  Canon City, Colorado 81212
  
  Five Star Quality
  Care-Colorado, LLCSPRINGS VILLAGE CARE
  CENTER110 West Van
  Buren Street
  Colorado Springs, Colorado 80907
  
  Five Star Quality
  Care-Colorado, LLCWILLOW TREE CARE CENTER2050 South Main
  Street
  Delta, Colorado 81416
  
  Five Star Quality
  Care-Colorado, LLCCEDARS HEALTHCARE
  CENTER1599 Ingalls
  Street
  Lakewood, Colorado 80214
  
  Five Star Quality
  Care-Colorado, LLC


State
  
  Facility
  
  SubtenantDELAWARE:
  
  MILLCROFT225 Possum Park
  Road
  Newark, Delaware 19711
  
  FS Tenant Pool I TrustFORWOOD MANOR1912 Marsh Road
  Wilmington, Delaware 19810
  
  FS Tenant Pool II TrustFOULK MANOR SOUTH407 Foulk Road
  Wilmington, Delaware 19803
  
  FS Tenant Pool IV TrustSHIPLEY MANOR2733 Shipley
  Road
  Wilmington, DE 19810
  
  FS Tenant Pool I TrustFLORIDA:
  
  FORUM AT DEER CREEK3001 Deer Creek
  Country Club Boulevard
  Deerfield Beach, Florida 33442
  
  FS Tenant Pool III
  TrustSPRINGWOOD COURT12780 Kenwood
  Lane
  Fort Myers, Florida 33907
  
  FS Tenant Pool IV TrustFOUNTAINVIEW111 Executive
  Center Drive
  West Palm Beach, Florida 33401
  
  FS Tenant Pool II TrustGEORGIA:
  
  MORNINGSIDE OF ATHENS1291 Cedar
  Shoals Drive
  Athens, Georgia 30605
  
  Morningside of Athens,
  Limited PartnershipSENIOR LIVING OF MARSH
  VIEW7410 Skidway
  Road
  Savannah, Georgia 31406
  
  Five Star Quality
  Care-GA, LLCINDIANA:
  
  MEADOWOOD RETIREMENT
  COMMUNITY2455 Tamarack
  Trail
  Bloomington, Indiana 47408
  
  Five Star Quality
  Care-IN, LLC


State
  
  Facility
  
  SubtenantIOWA:
  
  PACIFIC PLACE20937 Kane
  Avenue
  Pacific Junction, Iowa 51561
  
  Five Star Quality
  Care-IA, LLCWEST BRIDGE
  CARE & REHABILITATION1015 West
  Summit Street
  Winterset, Iowa 50273
  
  Five Star Quality
  Care-IA, LLCKANSAS:
  
  WOODHAVEN CARE CENTER510 W. 7thStreet
  Ellinwood, Kansas 67526
  
  Five Star Quality
  Care-KS, LLCKENTUCKY:
  
  LAFAYETTE AT COUNTRY
  PLACE690 Mason
  Headley Road
  Lexington, Kentucky 40504
  
  FS Lafayette Tenant
  TrustLEXINGTON AT COUNTRY
  PLACE700 Mason
  Headley Road
  Lexington, Kentucky 40504
  
  FS Lexington Tenant
  TrustMARYLAND:
  
  HEARTFIELDS AT BOWIE7600 Laurel
  Bowie Road
  Bowie, Maryland 20715
  
  Five Star Quality Care-MD,
  LLCHEARTFIELDS AT
  FREDERICK1820 Latham
  Drive
  Frederick, Maryland 21701
  
  Five Star Quality
  Care-MD, LLCNEBRASKA:
  
  AINSWORTH CARE CENTER43 North
  Fullerton Street
  Ainsworth, Nebraska 69210
  
  Five Star Quality
  Care-NE, LLCMORYS HAVEN1112 15thStreet
  Columbus, Nebraska 68601
  
  Five Star Quality
  Care-NE, Inc.EXETER CARE CENTER425 South
  Empire Avenue
  Exeter, Nebraska 68351
  
  Five Star Quality
  Care-NE, Inc.WEDGEWOOD CARE CENTER800 Stoeger
  Drive
  Grand Island, Nebraska 68803
  
  Five Star Quality
  Care-NE, LLC


State
  
  Facility
  
  SubtenantLOGAN VALLEY MANOR1035 Diamond
  Street
  Lyons, Nebraska 68038
  
  Five Star Quality
  Care-NE, LLCCRESTVIEW HEALTH CARE
  CENTER1100 West First
  Street
  Milford, Nebraska 68405
  
  Five Star Quality
  Care-NE, LLCUTICA COMMUNITY CARE
  CENTER1350 Centennial
  Avenue
  Utica, Nebraska 68456
  
  Five Star Quality
  Care-NE, Inc.NEW JERSEY:
  
  LEISURE PARK1400 Route 70
  Lakewood, New Jersey 08701
  
  FS Leisure Park Tenant
  TrustPENNSYLVANIA:
  
  FRANCISCAN MANOR71 Darlington
  Road
  Patterson Township, Beaver Falls, Pennsylvania 15010
  
  Five Star Quality
  Care-GHV, LLCMOUNT VERNON OF
  ELIZABETH145 Broadlawn
  Drive
  Elizabeth, Pennsylvania 15037
  
  Five Star Quality Care-GHV,
  LLCOVERLOOK GREEN5250
  Meadowgreen Drive
  Whitehall, Pennsylvania 15236
  
  Five Star Quality
  Care-GHV, LLCSOUTH CAROLINA:
  
  MORNINGSIDE OF ANDERSON1304 McLees
  Road
  Anderson, South Carolina 29621
  
  Morningside of
  Anderson, L.P.MYRTLE BEACH MANOR9547 Highway 17
  North
  Myrtle Beach, South Carolina 29572
  
  FS Tenant Pool I TrustTEXAS:
  
  HERITAGE PLACE AT
  BOERNE120 Crosspoint
  Drive
  Boerne, Texas 78006
  
  Five Star Quality
  Care-TX, LLC


State
  
  Facility
  
  SubtenantFORUM AT PARK LANE7831 Park Lane
  Dallas, Texas 75225
  
  FS Tenant Pool III
  TrustHERITAGE PLACE AT
  FREDERICKSBURG96 Frederick
  Road
  Fredericksburg, Texas 78624
  
  Five Star Quality
  Care-TX, LLCWISCONSIN:
  
  GREENTREE
  HEALTH & REHABILITATION CENTER70 Greentree
  Road
  Clintonville, Wisconsin 54929
  
  Five Star Quality
  Care-WI, LLCPINE MANOR HEALTH CARE
  CENTERVillage of
  Embarrass
  1625 East Main Street
  Clintonville, Wisconsin 54929
  
  Five Star Quality
  Care-WI, LLCMANORPOINTE-OAK CREEK INDEPENDENT
  SENIOR APARTMENTS AND MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING700 East
  Stonegate Drive and 701 East Peutz Road
  Oak Creek, Wisconsin 53154
  
  Five Star Quality
  Care-WI, LLCRIVER HILLS WEST
  HEALTHCARE CENTER321 Riverside
  Drive
  Pewaukee, Wisconsin 53072
  
  Five Star Quality
  Care-WI, LLCTHE VIRGINIA
  HEALTH & REHABILITATION CENTER1451 Cleveland
  Avenue
  Waukesha, Wisconsin 53186
  
  Five Star Quality
  Care-WI, LLC


SCHEDULE 3  REPLACEMENT SCHEDULE 2
FOR TENANT SECURITY AGREEMENT  (See attached copy.)


SCHEDULE
2  THE FACILITIES  ALABAMA:  ASHTON GABLES IN
RIVERCHASE 2184 Parkway Lake Drive Birmingham, Alabama  35244  LAKEVIEW ESTATES 2634 Valleydale Road Birmingham, Alabama  35244  ARIZONA:  THE FORUM AT PUEBLO NORTE 7090 East Mescal Street Scottsdale, Arizona  85254  CALIFORNIA:  LA SALETTE HEALTH AND
REHABILITATION CENTER 537 East Fulton Street Stockton, California  95204  THOUSAND OAKS HEALTHCARE
CENTER 93 W. Avenida de Los
Arboles Thousand Oaks,
California  91360  COLORADO:  SKYLINE RIDGE NURSING &
REHABLITATION CENTER 515 Fairview Avenue Canon City, Colorado  81212  SPRINGS VILLAGE CARE
CENTER 110 West Van Buren Street Colorado Springs,
Colorado  80907  WILLOW TREE CARE CENTER 2050 South Main Street Delta, Colorado  81416  CEDARS HEALTHCARE CENTER 1599 Ingalls Street Lakewood, Colorado 
80214


DELAWARE:  MILLCROFT 255 Possum Park Road Newark, Delaware  19711  FORWOOD MANOR 1912 Marsh Road Wilmington, Delaware  19810  FOULK MANOR SOUTH 407 Foulk Road Wilmington, Delaware  19803  SHIPLEY MANOR 2723 Shipley Road Wilmington, Delaware  19810  FLORIDA:  FORUM AT DEER CREEK 3001 Deer Creek Country
Club Boulevard Deerfield Beach,
Florida  33442  SPRINGWOOD COURT 12780 Kenwood Lane Fort Myers, Florida  33907  FOUNTAINVIEW 111 Executive Center
Drive West Palm Beach,
Florida  33401  GEORGIA:  MORNINGSIDE OF ATHENS 1291 Cedar Shoals Drive Athens, Georgia  30605  SENIOR LIVING OF MARSH
VIEW 7410 Skidway Road Savannah, Georgia  31406  INDIANA:  MEADOWOOD RETIREMENT
COMMUNITY 2455 Tamarack Trail Bloomington, Indiana  47408


IOWA:  PACIFIC
PLACE 20937
Kane Avenue Pacific
Junction, Iowa  51561  WEST
BRIDGE CARE & REHABILITATION 1015
West Summit Street Winterset,
Iowa  50273  KANSAS:  WOODHAVEN CARE CENTER 510 W. 7thStreet Ellinwood, Kansas  67526  KENTUCKY:  LAFAYETTE AT COUNTRY
PLACE 690 Mason Headley Road Lexington, Kentucky  40504  LEXINGTON AT COUNTRY
PLACE 700 Mason Headley Road Lexington, Kentucky  40504  MARYLAND:  HEARTFIELDS AT BOWIE 7600 Laurel Bowie Road Bowie, Maryland  20715  HEARTFIELDS AT FREDERICK 1820 Latham Drive Frederick, Maryland  21701  MASSACHUSETTS:  BRAINTREE REHABILITATION
HOSPITAL 250 Pond Street Braintree,
Massachusetts  02184  NEW ENGLAND REHABILITATION HOSPITAL 2 Rehabilitation Way Woburn, Massachusetts  01801


NEBRASKA:  AINSWORTH CARE CENTER 143 North Fullerton Street Ainsworth, Nebraska 
69210  MORYS HAVEN 1112 15thStreet Columbus, Nebraska  68601  EXETER CARE CENTER 425 South Empire Avenue Exeter, Nebraska  68351  WEDGEWOOD CARE CENTER 800 Stoeger Drive Grand Island, Nebraska  68803  LOGAN VALLEY MANOR 1035 Diamond Street Lyons, Nebraska  68038  CRESTVIEW HEALTH CARE CENTER 1100 West First Street Milford, Nebraska  68405  UTICA COMMUNITY CARE CENTER 1350 Centennial Avenue Utica, Nebraska  68456  NEW JERSEY:  LEISURE PARK 1400 Route 70 Lakewood, New Jersey  08701  PENNSYLVANIA:  FRANCISCAN MANOR 71 Darlington Road Patterson Township,
Beaver Falls, Pennsylvania  15010  MOUNT
VERNON OF ELIZABETH 145
Broadlawn Drive Elizabeth,
Pennsylvania  15037  OVERLOOK GREEN 5250 Meadowgreen Drive Whitehall,
Pennsylvania  15236


SOUTH CAROLINA:  MORNINGSIDE OF ANDERSON 1304 McLees Road Anderson, South
Carolina  29621  MYRTLE BEACH MANOR 9547 Highway 17 North Myrtle Beach, South
Carolina  29572  TEXAS:  HERITAGE PLACE AT BOERNE 120 Crosspoint Drive Boerne, Texas  78006  FORUM AT PARK LANE 7831 Park Lane Dallas, Texas  75225  HERITAGE PLACE AT
FREDERICKSBURG 96 Frederick Road Fredericksburg,
Texas  78624  WISCONSIN:  GREENTREE HEALTH &
REHABILITATION CENTER 70 Greentree Road Clintonville,
Wisconsin  54929  PINE MANOR HEALTH CARE
CENTER Village of Embarrass 1625 East Main Street Clintonville, Wisconsin  54929  MANORPOINTE-OAK CREEK
INDEPENDENT SENIOR APARTMENTS AND
MEADOWMERE/MITCHELL MANOR-OAK CREEK ASSISTED LIVING 700 East Stonegate Drive
and 701 East Peutz Road Oak Creek, Wisconsin  53154  RIVER HILLS WEST
HEALTHCARE CENTER 321 Riverside Drive Pewaukee, Wisconsin  53072  THE VIRGINIA HEALTH &
REHABILITATION CENTER 1451 Cleveland Avenue Waukesha, Wisconsin  53186