Exhibit 10.2


 


SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT


 


THIS
SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”)
dated as of August 4, 2009 by and among FIVE STAR QUALITY CARE, INC. (the “Borrower”),
each of the parties identified as “Guarantor” on the signature pages hereto
(each a “Guarantor”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender
(the “Lender”).


 


WHEREAS,
the Borrower and the Lender have entered into that certain Credit and Security
Agreement dated as of May 9, 2005 (as amended and in effect
immediately prior to the date hereof, the “Credit Agreement”);


 


WHEREAS,
the Borrower has informed the Lender that Senior Housing Properties Trust (“SNH”)
intends to enter into certain financing (the “SNH Financing”) with Citibank,
N.A. (with its successors and assigns, the “SNH Lender”).  Pursuant to the SNH Financing, the New
Landlord (as hereinafter defined) will grant mortgages encumbering each of the
properties listed on Schedule 1.1(c) attached hereto (each an “Affected
Property” and collectively the “Affected Properties”) in favor of
the SNH Lender;


 


WHEREAS,
concurrently with the SNH Financing, title to the Affected Properties (except
for the Affected Property known as “Heartlands at Ellicott City”) will
be transferred from the current owners of such Affected Properties to SNH FM
Financing LLC (“Financing LLC”) or its immediate parent, SNH FM
Financing Trust (“Financing Trust”), each a wholly owned subsidiary of
SNH.  Financing LLC, Financing Trust and
Ellicott City Land I, LLC, a wholly owned subsidiary of SNH and the owner of
the Affected Property known as “Heartlands at Ellicott City” (with Financing
LLC and Financing Trust, collectively, the “New Landlord”) will lease
each of the Affected Properties to FVE FM Financing, Inc., a wholly owned
subsidiary of the Borrower (the “New Tenant”), who will sublease each
Affected Property to the applicable Provider that currently operates such
Affected Property, as such Providers are listed on Schedule 1.1(d) attached
hereto (“Relevant Existing Providers”), and to each Released Guarantor
(defined below);


 


WHEREAS,
in connection with the SNH Financing, the Borrower requests that the Lender
release each Provider listed on Schedule 1.1(e) attached hereto from
the Liens granted in favor of the Lender and from its respective obligations
under the Guaranty (each a “Released Guarantor” and collectively the “Released
Guarantors”);


 


WHEREAS,
as a condition to the SNH Financing, among others, the SNH Lender requires that
the New Tenant and each Relevant Existing Provider and each Released Guarantor
execute a subordination, assignment and security agreement (each an “SASA”
and collectively the “SASAs”) for each Affected Property in favor of the
SNH Lender.  Further, the SNH Lender
requires that, on or after the closing of the SNH Financing, the Relevant
Existing Providers transfer all licenses, permits and other operating assets
relating to each Affected Property to one


 

















 


or
more separate, single purpose, wholly owned Subsidiaries of the Borrower (each,
a “New Operator”); and


 


WHEREAS,
the Borrower and the Lender desire to amend certain provisions of the Credit
Agreement on the terms and conditions contained herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties hereto hereby
agree as follows:


 


Section 1.  Specific
Amendments to Credit Agreement.  The
parties hereto agree that the Credit Agreement is amended as follows:


 


(a)                                  The Credit
Agreement is amended inserting the following new definitions into Section 1.1:


 


“Affected Account” means an Account of a Relevant Existing
Provider or a Released Guarantor that is generated by, and only by, the
operation of an Affected Property by such Relevant Existing Provider or
Released Guarantor, as applicable.


 


“Affected Property” means each of the
Properties listed on Schedule 1.1(c) attached hereto that will be
encumbered by mortgages in favor of the SNH Lender to secure the SNH Financing.


 


“New Landlord” means, collectively, SNH FM Financing LLC, its
immediate parent, SNH FM Financing Trust, and Ellicott City Land I, LLC, each a
wholly owned subsidiary of SNH.


 


“New Operator” means, for each Affected Property, the wholly
owned, single purpose subsidiary of the Borrower to which the Relevant Existing
Provider or Released Guarantor that operates such Affected Property will, on or
after the consummation of the SNH Financing, transfer all of such Person’s
licenses, permits and other operating assets relating to such Affected
Property.


 


“New Tenant” means FVE FM Financing, Inc., a wholly
owned Subsidiary of the Borrower to whom the New Landlord has, as of the
Seventh Amendment Date, leased each Affected Property in connection with the
SNH Financing.


 


“Released Guarantors” means each
Provider listed on Schedule 1.1(e) attached hereto.


 


“Relevant Existing Provider” means each Provider listed on Schedule
1.1(d) attached hereto.


 


2

















 


“SASA” means each subordination, assignment and security
agreement relating to the SNH Financing and executed by a Relevant Existing
Provider, a Released Guarantor or a New Operator for each Affected Property
that such Person operates.


 


“Seventh Amendment Date” means August 4, 2009.


 


“SNH Credit Agreement” means that certain Master Credit
Facility Agreement dated as of August 4, 2009 by and among the SNH Lender
and SNH, as borrower, as amended from time to time in accordance with Section 10.7.


 


“SNH Financing” means that certain Term Loan made by the SNH
Lender in the original principal amount of $512,934,000 pursuant to the SNH
Credit Agreement.


 


“SNH Lender” means Citibank, N.A., and
its successors and assigns.


 


“SNH Loan Documents” means the SNH
Credit Agreement, each SASA, each mortgage encumbering an Affected Property and
each other agreement, document and instrument executed and delivered in
connection therewith, each as amended from time to time in accordance with Section 10.7.


 


(b)                                 The Credit
Agreement is further amended by adding the following new clause (i) to the
end of the definition of “Permitted Liens” set forth in Section 1.1:


 


“(i)                               the Liens
created by the SASAs executed and delivered by each Relevant Existing Provider,
each Released Guarantor and each New Operator.”


 


(c)                                  The Credit
Agreement is further amended by deleting each reference to “Agreement Date” in
Sections 7.1(b) and 7.1(cc) and substituting in its place a reference to “Seventh
Amendment Date”, and by deleting the reference to “Agreement Date” in the last
sentence of Section 7.1(f) and substituting in its place a reference
to “Seventh Amendment Date.”


 


(d)                                 The Credit
Agreement is further amended by inserting the following at the end of Section 8.16:


 


“Notwithstanding
the foregoing, a Relevant Existing Provider shall not be required to execute
and deliver a collateral assignment of a Lease of an Affected Property entered
into by such Relevant Existing Provider and the New Tenant.”


 


(e)                                  The Credit
Agreement is further amended by deleting the “.” following clause (f) of Section 10.3,
replacing it with a “; and” and inserting the following new clause (g) into
Section 10.3 in appropriate alphabetical order:


 


3

















 


“(g)                           The SNH
Financing.”


 


(f)                                    The Credit
Agreement is further amended by deleting the reference to “Schedule 7.1.(f)” in
clause (ii) of Section 10.4(a) and substituting in its place a
reference to “Schedule 10.4(a)”.


 


(g)                                 The Credit
Agreement is further amended by deleting the “.” following clause (c) of Section 10.5,
replacing it with a “; and” and inserting the following new clause (d) into
Section 10.5 in appropriate alphabetical order:


 


“(d)                           Subject to
compliance with Section 5.3., a wholly owned Subsidiary of the Borrower
may liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution) so long as (i) if the liquidating or dissolving Subsidiary is
a Loan Party, any and all assets of such Subsidiary are transferred to a Loan
Party or such Person that shall become a Guarantor if required under Section 8.12 at the time of the effectiveness
of such transfer, (iii) immediately prior to such liquidation or
dissolution, and immediately thereafter and after giving effect thereto, no
Default or Event of Default is or would be in existence, and (iv) if the
liquidating or dissolving Subsidiary is a Loan Party, the Borrower shall give
the Lender notice of any such liquidation or dissolution promptly following the
effectiveness thereof.”


 


(h)                                 The Credit
Agreement is further amended by restating the last sentence of Section 10.5
in its entirety and substituting in its place the following:


 


“Notwithstanding the
foregoing, no Loan Party shall sell, transfer or otherwise convey any of its
right, title or interest in, to or under any of the Collateral of such Loan
Party; provided, however, that each Relevant Existing Provider and each
Released Guarantor may transfer to the New Operators such Relevant Existing
Provider’s and such Released Guarantor’s licenses, permits and other operating
assets that relate to, and only relate to, each Affected Property that such
Relevant Existing Provider or such Released Guarantor operates.”


 


(i)                                     The Credit
Agreement is further amended by deleting Section 10.7 in its entirety and
substituting in its place the following:


 


“Section 10.7 Modification of Organizational
Documents, Shared Services Agreement and SNH Loan Documents.


 


The Borrower shall not, and shall not permit any Subsidiary or other
Loan Party to, amend, supplement, restate or otherwise modify its articles or
certificate of incorporation, by-laws, operating agreement, declaration of
trust, partnership agreement or other applicable organizational document if
such amendment, supplement, restatement or other modification could reasonably
be expected to have a Material Adverse Effect. 
Notwithstanding the foregoing, no Trust shall amend the provisions of
its declaration of trust relating to SPC Debt. 
The


 


4

















 


Borrower
shall not amend, supplement, restate or otherwise modify the Shared Services
Agreement if such amendment, supplement, restatement or other modification
could reasonably be expected to have a Material Adverse Effect.  The Borrower shall not, and shall not permit
any Subsidiary or other Loan Party to, amend, supplement, restate or otherwise
modify any of the SNH Loan Documents if (a) a Relevant Existing Operator
is in any way obligated under the SNH Loan Documents and (b)such amendment,
supplement, restatement or other modification is materially adverse to the
rights and interests of the Lender hereunder.”


 


(j)                                     The Credit
Agreement is further amended by deleting Section 10.10(a) in its
entirety and substituting in its place the following:


 


“(a)                            Deposit Accounts and Lockboxes for Account Collections.  The Borrower shall not, and
shall not permit any Provider to, establish any lockbox or deposit account into
which any Proceeds of Accounts will be deposited, or cause or permit to be
deposited, any cash, checks, drafts or similar items representing Proceeds of
Accounts in any deposit accounts, other than the Government Lockboxes, the
Provider Accounts and the Borrower Accounts or direct or permit any Account
Debtor to remit payments on the Accounts other than to the applicable Provider
Account, Government Lockbox or Borrower Account.  Except as otherwise expressly permitted under
Section 8.13., the Borrower Accounts and Provider Accounts shall be
subject to an Account Control Agreement at all times.  Notwithstanding the foregoing, the Relevant
Existing Providers and the Released Guarantors may deposit and may cause to be
deposited the proceeds of Affected Accounts, and only of Affected Accounts,
into lockboxes or deposit accounts other than the Government Lockboxes, the
Provider Accounts or the Borrower Accounts.”


 


(k)                                  The Credit
Agreement is further amended by inserting the new Schedules 1.1(c),
1.1(d), 1.1(e) and 10.4(a) attached hereto in appropriate numerical
and alphabetical order.


 


(l)                                     The Credit
Agreement is further amended by deleting Schedules 1.1(b), 7.1(b), 7.1(f) and
7.1(cc) in their entireties and substituting in their place Schedules 1.1(b),
7.1(b), 7.1(f) and 7.1(cc), respectively, each of which is attached
hereto.


 


Section 2.  Release
of Certain Guarantors; Excluded Subsidiaries.  Subject to the satisfaction of the conditions
set forth in Section 4 below, the Lender hereby releases each of the
Released Guarantors from its obligations under Article XII of the Credit
Agreement and the Lender further hereby releases its Lien on such Released
Guarantor’s Collateral.  In addition, subject
to the satisfaction of the conditions set forth in Section 4 hereof, each
of the New Tenant, each New Operator and each Released Guarantor shall be
deemed to be an Excluded Subsidiary; provided, however, (i) the New Tenant
shall not be deemed to be an Excluded Subsidiary if it leases Properties other
than Affected Properties, (ii) no New Operator shall be deemed to be an
Excluded Subsidiary if it operates a Property other than an Affected Property
and (iii) a Released


 


5

















 


Guarantor
shall not be deemed to be Excluded Subsidiary if such Released Guarantor is a
Provider with respect to a Property other than an Affected Property.  Subject to the satisfaction of the conditions
set forth in Section 4 below, the Lender hereby authorizes each Released
Guarantor to file a termination statement with respect to each existing UCC-1
financing statement, which termination shall be in form and substance
satisfactory to the Lender, showing such Released Guarantor as debtor and the
Lender as Secured Party.


 


Section 3.  Release
of Lien.  Subject to the satisfaction
of the conditions set forth in Section 4 below, the Lender releases its
Lien on all right, title and interest of each Relevant Existing Provider
(collectively, the “Relevant Released Collateral” of such Relevant
Existing Provider) to the following property:


 


(a)                                  all Affected
Accounts;


 


(b)                                 deposit account
number 2000049281642 at Wachovia Bank, N.A., in which is deposited all revenue
generated by, and only by, the operation of an Affected Property by the
Relevant Existing Providers;


 


(c)                                  all Chattel
Paper of such Relevant Existing Provider but only to the extent generated by,
and only by, the operation of an Affected Property by such Relevant Existing
Provider;


 


(d)                                 all Supporting
Obligations relating to any of the foregoing;


 


(e)                                  all books and
records pertaining to any of the foregoing (including without limitation,
customer lists, credit files, computer programs, printouts and other computer
materials and records);


 


(f)                                    all Leases
entered into by any Relevant Existing Providers with respect to, and only to,
the Affected Properties; and


 


(g)                                 all accessions
to, substitutions for, and all replacements, products and proceeds of the
foregoing (including without limitation, proceeds of insurance policies
insuring any of the foregoing).


 


The
Lender does not release any other Collateral of any Relevant Existing Providers
from the Lender’s Lien in the Collateral of the Relevant Existing Providers,
and each Relevant Existing Provider reaffirms its grant of its Lien to the
Lender in such other Collateral.  Subject
to the satisfaction of the conditions set forth in Section 4 below, the
Lender hereby authorizes each Relevant Existing Provider to file an amendment
to each existing UCC-1 financing statement, which amendment shall be in form
and substance satisfactory to the Lender, describing the assets covered by
security interests granted by such Relevant Existing Provider to the Lender to
reflect the release of the Relevant Released Collateral.


 


6

















 


Section 4.  Conditions
Precedent.  The effectiveness of this
Amendment is subject to receipt by the Lender of each of the following, each in
form and substance satisfactory to the Lender:


 


(a)                                  A counterpart
of this Amendment duly executed by the Borrower and each Guarantor;


 


(b)                                 An Amended and
Restated Collateral Assignment of Lease (Lease No. 1) duly executed by
each “Assignor” party thereto, and a Release and Consent (Lease No. 1)
duly executed by each “Landlord” party thereto, in each case in substantially
the forms attached hereto as Exhibits A-1 and A-2;


 


(c)                                  An Amended and
Restated Collateral Assignment of Lease (Lease No. 2) duly executed by
each “Assignor” party thereto, and a Release and Consent (Lease No. 2)
duly executed by each “Landlord” party thereto, in each case in substantially
the forms attached hereto as Exhibits B-1 and B-2;


 


(d)                                 A Collateral
Assignment of Lease (Lease No. 4) duly executed by each “Assignor” party
thereto, and a Release and Consent (Lease No. 4) duly executed by each “Landlord”
party thereto, in each case in substantially the forms attached hereto as
Exhibits C-1 and C-2;


 


(e)                                  Each of the
items required by Section 8.12(a) of the Credit Agreement with respect
to each Subsidiary listed on Exhibit D attached hereto in order to cause
such Subsidiary to become a Guarantor under the Credit Agreement;


 


(f)                                    Executed copies
of the SNH Loan Documents certified by a Responsible Officer to be true,
correct and complete;


 


(g)                                 Executed copies
of (i) the Amended and Restated Master Lease Agreement (Lease No. 1)
dated as of August 4, 2009 by and among certain affiliates of SNH, as
Landlord, and Five Star Quality Care Trust, as Tenant, (ii) the Amended
and Restated Master Lease Agreement (Lease No. 2) dated as of August 4,
2009 by and among certain affiliates of SNH, as Landlord, and Five Star Quality
Care Trust, FS Commonwealth LLC, FS Patriot LLC and FS Tenant Holding Company
Trust, as Tenants, and (iii) the Amended and Restated] Master Lease
Agreement (Lease No. 4) dated as of August 4, 2009 by and among
certain affiliates of SNH, as Landlord, and Five Star Quality Care Trust, Five
Star Quality Care — NS Tenant, LLC and FS Tenant Holding Company Trust, as
Tenants; and


 


(h)                                 Such other
documents, instruments and agreements as the Lender may reasonably request.


 


Section 5.  Effectiveness.
Upon satisfaction of the conditions precedent contained in Section 4, this
Amendment shall be deemed to be effective as of the date hereof.


 


7

















 


Section 6.  Representations.  The Borrower represents and warrants to the
Lender that:


 


(a)                                  Authorization.  The Borrower has the right and power, and has
taken all necessary action to authorize it, to execute and deliver this
Amendment and to perform its obligations hereunder and under the Credit
Agreement, each as amended by this Amendment, in accordance with their
respective terms.  This Amendment has
been duly executed and delivered by a duly authorized officer of the Borrower
and this Amendment, the Credit Agreement, each as amended by this Amendment, is
a legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its respective terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors rights generally and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability.


 


(b)                                 Compliance with
Laws, etc.  The
execution and delivery by the Borrower of this Amendment and the performance by
the Borrower of this Amendment and the Credit Agreement, each as amended by
this Amendment, in accordance with their respective terms, do not and will not,
by the passage of time, the giving of notice or otherwise:  (i) require any Governmental Approval or
violate any Applicable Law relating to any Loan Party; (ii) conflict with,
result in a breach of or constitute a default under the organizational
documents of any Loan Party, or any indenture, agreement or other instrument to
which any Loan Party is a party or by which it or any of its respective
properties may be bound; or (iii) result in or require the creation or
imposition of any Lien upon or with respect to any property now owned or
hereafter acquired by any Loan Party.


 


(c)                                  No Default.  No Default or Event of Default has occurred
and is continuing as of the date hereof nor will exist immediately after giving
effect to this Amendment.


 


Section 7.  Reaffirmation
of Representations by Borrower.  The
Borrower hereby repeats and reaffirms all representations and warranties made
by the Borrower to the Lender in the Credit Agreement and the other Loan
Documents to which it is a party on and as of the date hereof and after giving
effect to this Amendment with the same force and effect as if such
representations and warranties were set forth in this Amendment in full.


 


Section 8.  Reaffirmation
of Guaranty by Guarantors.  Each
Guarantor (other than a Released Guarantor) hereby reaffirms its continuing
obligations to the Lender under Article XII of the Credit Agreement and
agrees that the transactions contemplated by this Amendment shall not in any
way affect the validity and enforceability of its obligations under Article XII
of the Credit Agreement, or reduce, impair or discharge the obligations of such
Guarantor thereunder.


 


Section 9.  Certain
References.  Each reference to the
Credit Agreement in any of the Loan Documents shall be deemed to be a reference
to the Credit Agreement, as amended by this Amendment.


 


8

















 


Section 10.  Expenses.  The Borrower shall reimburse the Lender upon
demand for all costs and expenses (including attorneys’ fees) incurred by the
Lender in connection with the preparation, negotiation and execution of this
Amendment and the other agreements and documents executed and delivered in
connection herewith.


 


Section 11.  Benefits.  This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


Section 12.  GOVERNING
LAW.  THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 13.  Effect.  Except as expressly herein amended, the terms
and conditions of the Credit Agreement and the other Loan Documents remain in
full force and effect.  The amendments
contained herein shall be deemed to have prospective application only, unless
otherwise specifically stated herein.


 


Section 14.  Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns.


 


Section 15.  Definitions.  All capitalized terms not otherwise defined
herein are used herein with the respective definitions given them in the Credit
Agreement.


 


[Signatures on Next Page]


 


9

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to
Credit and Security Agreement to be executed as of the date first above
written.


 


	
   

  	
  THE BORROWER:

  
	
   

  	
   

  
	
   

  	
  FIVE STAR QUALITY CARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J.
  Mackey Jr.

  
	
   

  	
   

  	
  Name:

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE LENDER:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Ricketts

  
	
   

  	
   

  	
  Name:

  	
  Matthew Ricketts

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


[Signatures Continued on
Next Page]


 
















 


[Signature Page to Seventh Amendment to Credit and
Security Agreement


with Five Star Quality Care, Inc.]


 


	
   

  	
  THE GUARANTORS:

   

  ALLIANCE
  PHARMACY SERVICES, LLC

  FIVE
  STAR QUALITY CARE-CA, INC.

  FIVE
  STAR QUALITY CARE-IA, INC.

  FIVE
  STAR QUALITY CARE-NE, INC.

  FIVE
  STAR QUALITY CARE-AZ, LLC

  FIVE
  STAR QUALITY CARE-CA, LLC

  FIVE
  STAR QUALITY CARE-COLORADO, LLC

  FIVE
  STAR QUALITY CARE-CT, LLC

  FIVE
  STAR QUALITY CARE-GA, LLC

  FIVE
  STAR QUALITY CARE-IA, LLC

  FIVE
  STAR QUALITY CARE-MO, LLC

  FIVE
  STAR QUALITY CARE-NE, LLC

  FIVE
  STAR QUALITY CARE-WI, LLC

  FIVE
  STAR QUALITY CARE-WY, LLC

  FIVE
  STAR QUALITY CARE-FL, LLC

  FIVE
  STAR QUALITY CARE-KS, LLC

  FIVE
  STAR QUALITY CARE-MD, LLC

  FIVE
  STAR QUALITY CARE-NC, LLC

  FIVE
  STAR QUALITY CARE-VA, 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

  MORNINGSIDE
  OF BELMONT, LLC

  MORNINGSIDE
  OF GALLATIN, LLC

  MORNINGSIDE
  OF SPRINGFIELD, LLC

  FSQC
  FUNDING CO., LLC

  FIVE
  STAR QUALITY CARE-CA II, LLC

  FIVE
  STAR QUALITY CARE TRUST

  FS
  TENANT HOLDING COMPANY TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J.
  Mackey Jr.

  
	
   

  	
   

  	
  Name:

  	
  Bruce J. Mackey Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


[Signatures
Continued on Next Page]


 

















 


[Signature Page to Seventh Amendment to Credit and
Security Agreement


with Five Star Quality Care, Inc.]


 


	
   

  	
  THE GUARANTORS (cont.):

   

  MORNINGSIDE OF ALABAMA,
  L.P.

  MORNINGSIDE OF ANDERSON,
  L.P.

  MORNINGSIDE OF ATHENS,
  LIMITED PARTNERSHIP

  MORNINGSIDE OF COLUMBUS,
  L.P.

  MORNINGSIDE OF DALTON,
  LIMITED PARTNERSHIP

  MORNINGSIDE OF DECATUR,
  L.P.

  MORNINGSIDE OF EVANS,
  LIMITED PARTNERSHIP

  MORNINGSIDE OF GREENWOOD,
  L.P.

  MORNINGSIDE OF KENTUCKY,
  LIMITED PARTNERSHIP

   

  By:     LIFETRUST
  AMERICA, INC., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J.
  Mackey Jr.

  
	
   

  	
   

  	
  Name:

  	
  Bruce
  J. Mackey Jr.

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANNAPOLIS HERITAGE PARTNERS, LLC

  COLUMBIA HERITAGE PARTNERS, LLC

  ENCINITAS HERITAGE PARTNERS, LLC

  FIVE STAR QUALITY CARE - SAVANNAH, LLC

  FREDERICK HERITAGE PARTNERS, LLC

  FSQ PHARMACY HOLDINGS LLC

  HAGERSTOWN HERITAGE PARTNERS, LLC

  NEWARK HERITAGE PARTNERS I, LLC

  NEWARK HERITAGE PARTNERS II, LLC

  REDLANDS HERITAGE PARTNERS, LLC

  STOCKTON HERITAGE PARTNERS, LLC,

    each a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J.
  Mackey Jr.

  
	
   

  	
   

  	
         Bruce
  J. Mackey Jr.

  
	
   

  	
   

  	
         President

  
						



 

















 


[Signature Page to Seventh Amendment to Credit and
Security Agreement


with Five Star Quality Care, Inc.]


 


	
   

  	
  THE GUARANTORS (cont.):

   

  FIVE STAR QUALITY CARE -
  GHV, LLC

  FIVE STAR QUALITY CARE -
  IL, LLC

  FIVE STAR QUALITY CARE -
  IN, LLC

  FIVE STAR QUALITY CARE -
  MN, LLC

  FIVE STAR QUALITY CARE -
  MS, LLC

  FIVE STAR QUALITY CARE -
  NJ, LLC

  FIVE STAR QUALITY CARE -
  NS OPERATOR, LLC

  FIVE STAR QUALITY CARE -
  NS OWNER, LLC

  FIVE STAR QUALITY CARE -
  NS TENANT, LLC

  FIVE STAR QUALITY CARE -
  OBX OPERATOR, LLC

  FIVE STAR QUALITY CARE -
  OBX OWNER, LLC

  FIVE STAR QUALITY CARE -
  TX, LLC

  FS COMMONWEALTH LLC

  FS PATRIOT LLC

  FSQC-AL, LLC,

    each a Maryland limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J.
  Mackey Jr.

  
	
   

  	
   

  	
         Bruce
  J. Mackey Jr.

  
	
   

  	
   

  	
         President

  
	
   

  	
   

  
	
   

  	
  MORNINGSIDE
  OF CONCORD, LLC

  MORNINGSIDE
  OF GASTONIA, LLC

  MORNINGSIDE
  OF GREENSBORO, LLC

  MORNINGSIDE
  OF RALEIGH, LLC

  MORNINGSIDE
  OF WILLIAMSBURG, LLC,

    each a Delaware limited liability company

   

  By:  LIFETRUST AMERICA, INC., its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J.
  Mackey Jr.

  
	
   

  	
   

  	
         Bruce
  J. Mackey Jr.

  
	
   

  	
   

  	
         President

  



 

















 


[Signature Page to Seventh Amendment to Credit and
Security Agreement


with Five Star Quality Care, Inc.]


 


	
   

  	
  THE GUARANTORS (cont.):

   

  MORNINGSIDE OF FAYETTE,
  L.P.

  MORNINGSIDE OF PARIS,
  L.P.,

    each a Delaware limited partnership

   

  By:  LIFETRUST AMERICA, INC., its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce J.
  Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Bruce
  J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  FRESNO HERITAGE PARTNERS, A CALIFORNIA LIMITED
  PARTNERSHIP

  ROSEVILLE HERITAGE PARTNERS, A CALIFORNIA LIMITED
  PARTNERSHIP

   

  By:  SOMERFORD PLACE LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Bruce J.
  Mackey Jr.

  
	
   

  	
   

  	
   

  	
  Bruce
  J. Mackey Jr.

  
	
   

  	
   

  	
   

  	
  President

  



 

















 


SCHEDULE 1.1(b)


 


MATERIAL PROVIDERS


 


Five Star Quality Care-AZ, LLC (Delaware)


 


Five Star Quality Care-CA, LLC (Delaware)


 


Five Star Quality Care-Colorado, LLC (Delaware)


 


Five Star Quality Care-FL, LLC (Delaware)


 


Five Star Quality Care-GA, LLC (Delaware)


 


Five Star Quality Care - GHV, LLC
(Maryland)


 


Five Star Quality Care-IA, Inc.  (Delaware)


 


Five Star Quality Care-IA, LLC (Delaware)


 


Five Star Quality Care - IN, LLC  (Maryland)


 


Five Star Quality Care - KS, LLC  (Delaware)


 


Five Star Quality Care - MN, LLC  (Maryland)


 


Five Star Quality Care-MO, LLC (Delaware)


 


Five Star Quality Care-NE, Inc. (Delaware)


 


Five Star Quality Care-NE, LLC  (Delaware)


 


Five Star Quality Care - NJ, LLC  (Maryland)


 


Five Star Quality Care - NS Operator,
LLC  (Maryland)


 


Five Star Quality Care — OBX Operator,
LLC (Maryland)


 


Five Star Quality Care-WI, LLC (Delaware)


 


Five Star Quality Care-WY, LLC (Delaware)


 


FS Commonwealth LLC (Maryland)


 


FS Lafayette Tenant Trust (Maryland)


 


FS Leisure Park Tenant Trust (Maryland)


 


FS Lexington Tenant Trust (Maryland)


 


FS Patriot LLC (Maryland)


 


FSQ Pharmacy Holdings LLC (Delaware)


 


FS Tenant Pool I Trust (Maryland)


 


FS Tenant Pool II Trust (Maryland)


 


FS Tenant Pool III Trust (Maryland)


 

















 


SCHEDULE 1.1(c)


 


AFFECTED PROPERTIES


 


	
  Affected Properties

  	
   

  	
  Existing Operator

  	
   

  	
  New Operator

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Foulk Manor North and located at 1212 Foulk Road,
  Wilmington, Delaware

  	
   

  	
  FS
  Tenant Pool I Trust, a Maryland business trust (“FVE Pool I Trust”)

  	
   

  	
  Five
  Star Foulk Manor North LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Park Summit at Coral Springs and located at 8500 Royal Palm
  Boulevard, Coral Springs, Florida.

  	
   

  	
  FVE
  Pool I Trust

  	
   

  	
  Five
  Star Coral Springs LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Montebello and located at 10500 Academy Road, Albuquerque,
  New Mexico.

  	
   

  	
  FVE
  Pool I Trust

  	
   

  	
  Five
  Star Montebello LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Forum at Lincoln Heights and located at 311 West Nottingham
  Road, San Antonio, Texas

  	
   

  	
  FVE
  Pool I Trust

  	
   

  	
  Five
  Star Lincoln Heights LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Remington Club I and II and located at 16925 and 16916
  Hierba Drive, San Diego, California.

  	
   

  	
  FS
  Tenant Pool II Trust, a Maryland business trust (“FVE Pool II Trust”)

  	
   

  	
  Five
  Star Remington Club LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Coral Oaks and located at 900 West Lake Road, Palm Harbor,
  Florida

  	
   

  	
  FVE
  Pool II Trust

  	
   

  	
  Five
  Star Coral Oaks LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Forum at the Crossing and located at 8505 Woodfield
  Crossing Boulevard, Indianapolis, Indiana

  	
   

  	
  FVE
  Pool II Trust

  	
   

  	
  Five
  Star Crossing LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Gables at Winchester and located at 299 Cambridge Street,
  Winchester, Massachusetts

  	
   

  	
  FVE
  Pool II Trust

  	
   

  	
  Five
  Star Gables LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Forum at Woodlands and located at 5055 West Panther Creek
  Drive, The Woodlands, Texas.

  	
   

  	
  FVE
  Pool II Trust

  	
   

  	
  Five
  Star Woodlands LLC

  



 

















 


	
  Affected Properties

  	
   

  	
  Existing Operator

  	
   

  	
  New Operator

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Forum at Desert Harbor and located at 13840 North Desert
  Harbor Drive, Peoria, Arizona.

  	
   

  	
  FS
  Tenant Pool III Trust, a Maryland business trust (“FVE Pool III Trust”)

  	
   

  	
  Five
  Star Desert Harbor LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Forum of Tucson and located at 2500 N. Rosemont Boulevard,
  Tucson, Arizona

  	
   

  	
  FVE
  Pool III Trust

  	
   

  	
  Five
  Star Tucson Forum LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Forum at Overland Park and located at

  3501 West 95th Street, Overland

  Park, Kansas.

  	
   

  	
  FVE
  Pool III Trust

  	
   

  	
  Five
  Star Overland Park LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Forum at Brookside and located at 200 Brookside Drive,
  Louisville, Kentucky.

  	
   

  	
  FVE
  Pool III Trust

  	
   

  	
  Five
  Star Brookside LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Forum at Knightsbridge and located at 4590 and 4625
  Knightsbridge Boulevard, Columbus, Ohio.

  	
   

  	
  FVE
  Pool III Trust

  	
   

  	
  Five
  Star Knightsbridge LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Forum at Memorial Woods and located at 777 North Post Oak
  Road, Houston, Texas

  	
   

  	
  FVE
  Pool III Trust

  	
   

  	
  Five
  Star Memorial Woods LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as HeartFields at Easton and located at 700 Port Street,
  Easton, Maryland

  	
   

  	
  Five
  Star Quality Care—MD, LLC, a Delaware limited liability company (“FVE MD
  LLC”)

  	
   

  	
  Five
  Star Easton Heartfields LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Heartlands at Severna Park and located at 715 Benfield
  Road, Severna Park, Maryland.

  	
   

  	
  FVE
  MD LLC

  	
   

  	
  Five
  Star Severna Park LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Aspenwood and located at 14400 Homecrest Road, Silver
  Springs, Maryland.

  	
   

  	
  FVE
  MD LLC

  	
   

  	
  Five
  Star Aspenwood LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Rio Las Palmas and located at 877 East March Lane,
  Stockton, California.

  	
   

  	
  Five
  Star Quality Care—CA, LLC, a Delaware limited liability company

  	
   

  	
  Five
  Star Rio Las Palmas LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as HeartFields at Cary and located at 1050 Crescent Green
  Drive, Cary, North Carolina.

  	
   

  	
  Five
  Star Quality Care—NC, LLC, a Delaware limited liability company

  	
   

  	
  Five
  Star Cary Heartfields LLC

  



 

















 


	
  Affected Properties

  	
   

  	
  Existing Operator

  	
   

  	
  New Operator

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Savannah Square and located at One Savannah Square Drive,
  Savannah, Georgia.

  	
   

  	
  Five
  Star Quality Care—Savannah, LLC, a Delaware limited liability company

  	
   

  	
  Five
  Star Savannah Square LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as HeartFields at Fredericksburg and located at 20 HeartFields
  Lane, Fredericksburg, Virginia.

  	
   

  	
  Five
  Star Quality Care—VA, LLC, a Delaware limited liability company

  	
   

  	
  Five
  Star Frederick Heartfields LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Meadowmere — Northshore Assisted Living and located at
  10803 North Port Washington Road, Mequon, Wisconsin.

  	
   

  	
  Five
  Star Quality Care—WI, LLC, a Delaware limited liability company

  	
   

  	
  Five
  Star Northshore LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Morningside of Bellgrade and located at 2800 Polo Parkway,
  Midlothian, Virginia.

  	
   

  	
  Morningside
  of Bellgrade, Richmond, LLC, a Delaware limited liability company

  	
   

  	
  Five
  Star Morningside Bellgrade LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Morningside of Charlottesville and located at 491 Crestwood
  Drive, Charlottesville, Virginia.

  	
   

  	
  Morningside
  of Charlottesville, LLC, a Delaware limited liability company

  	
   

  	
  Five
  Star Morningside Charlottesville LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Morningside of Newport News and located at 655 Denbigh
  Boulevard, Newport News, Virginia.

  	
   

  	
  Morningside
  of Newport News, LLC, a Delaware limited liability company

  	
   

  	
  Five
  Star Newport News LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  facility known as Heartlands at Ellicott City and located at 3004 North Ridge
  Road, Ellicott City, Maryland.

  	
   

  	
  The
  Heartlands Retirement Community—Ellicott City I, Inc., a Maryland
  corporation

  	
   

  	
  Five
  Star Ellicott City LLC

  



 
















 


SCHEDULE 1.1(d)


 


RELEVANT EXISTING PROVIDERS


 


Five
Star Quality Care-MD, LLC


Five
Star Quality Care-CA, LLC


Five
Star Quality Care-VA, LLC


Five
Star Quality Care-WI, LLC


FS
Tenant Pool I Trust


FS
Tenant Pool II Trust


FS
Tenant Pool III Trust


 

















 


SCHEDULE 1.1(e)


 


RELEASED GUARANTORS


 


Five
Star Quality Care-NC, LLC


Five
Star Quality Care-Savannah, LLC


Morningside
of Bellgrade, Richmond, LLC


Morningside
of Charlottesville, LLC


Morningside
of Newport News, LLC


The
Heartlands Retirement Community-Ellicott City I, Inc.


 

















 


SCHEDULE 7.1(b)


 


OWNERSHIP STRUCTURE


 


See attached organizational chart for equity
interest holdings information.


 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Affiliates
  Insurers Limited (Bermuda)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliance
  Pharmacy Services, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annapolis
  Heritage Partners, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CCC
  Boynton Beach, Inc. (Delaware)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbia
  Heritage Partners, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Emerson
  Management Holdings, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Encinitas
  Heritage Partners, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Advertising, Inc. (Delaware)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Aspenwood LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Brookside LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Cary Heartfields LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Coral Oaks LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Coral Springs LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Crossing LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Desert Harbor LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Easton Heartfields LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Ellicott City LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Foulk Manor North LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Frederick Heartfields LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Gables LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Insurance, Inc. (Maryland)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Lincoln Heights LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Knightsbridge LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star MD Homes LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Memorial Woods LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Montebello LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Morningside Bellgrade LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Morningside Charlottesville LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Newport News LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Northshore LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Overland Park LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Procurement Group Trust (Maryland)

  	
   

  	
   

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care Trust (Maryland)

  	
   

  	
   

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Ainsworth, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Ashland, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-AZ, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Blue Hill, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-CA II, Inc. (Maryland)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-CA II, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-CA, Inc. (Delaware)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-CA, LLC (Delaware)

  	
   

  	
  Provider,
  Material Subsidiary

  	
   

  	
  Membership
  interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Central City, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-CO, Inc. (Maryland)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Colorado, LLC (Delaware)

  	
   

  	
  Provider,
  Material Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Columbus, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-CT, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Edgar, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Exeter, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Farmington, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-FL, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-GA, Inc. (Delaware)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-GA, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-GHV, LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Grand Island, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Gretna, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Howell, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-IA, Inc. (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-IA, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - IL, LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - IN, LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-KS, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Lyons, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-MD, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-MI, Inc. (Delaware)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-MI, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Milford, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - MN, LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-MO, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - MS, LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - MVSP, LLC (Maryland)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-NC, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-NE, Inc. (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-NE, LLC (Delaware)

  	
   

  	
  Provider,
  Material Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - NJ, LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - NS Operator, LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - NS Owner, LLC (Maryland)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - NS Tenant, LLC (Maryland)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - OBX Operator, LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - OBX Owner, LLC (Maryland)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - Richmond, LLC (Maryland)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - RMI, LLC (Maryland)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - Savannah, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - Somerford, LLC (Maryland)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Sutherland, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care - TX, LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Utica, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-VA, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-Waverly, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-WI, Inc. (Delaware)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-WI, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Quality Care-WY, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Rehabilitation and Wellness Services, LLC (Maryland)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Remington Club LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Rio Las Palmas LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Savannah Square LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Seabury LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Severna Park LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Tucson Forum LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Five
  Star Woodlands Forum LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Frederick
  Heritage Partners, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fresno
  Heritage Partners, a California Limited Partnership (California)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  



 
















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Commonwealth LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Lafayette Tenant Trust (Maryland)

  	
   

  	
  Provider,
  Material Subsidiary

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Leisure Park Tenant Trust (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Lexington Tenant Trust (Maryland)

  	
   

  	
  Provider,
  Material Subsidiary

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Patriot LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Tenant Holding Company Trust (Maryland)

  	
   

  	
   

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Tenant Pool I Trust (Maryland)

  	
   

  	
  Provider,
  Material Subsidiary

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Tenant Pool II Trust (Maryland)

  	
   

  	
  Provider,
  Material Subsidiary

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Tenant Pool III Trust (Maryland)

  	
   

  	
  Provider,
  Material Subsidiary

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FS
  Tenant Pool IV Trust (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQ
  Crown Villa Business Trust (Maryland)

  	
   

  	
   

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQ
  Overland Park Place Business Trust (Maryland)

  	
   

  	
   

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQ
  Pharmacy Holdings, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQ
  Rio Las Palmas Business Trust (Maryland)

  	
   

  	
   

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQ
  The Palms at Fort Myers Business Trust (Maryland)

  	
   

  	
   

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQ
  Villa at Riverwood Business Trust (Maryland)

  	
   

  	
   

  	
   

  	
  Shares
  of Beneficial Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQ, Inc.
  (Delaware)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQ/LTA
  Holdings Inc. (Delaware)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQC
  Tellico Village LLC (Maryland)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FSQC-AL,
  LLC (Maryland)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FVEST.JOE, Inc.
  (Delaware)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hagerstown
  Heritage Partners, LLC (Delaware)

  	
   

  	
  Provider 

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hamilton
  Place, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Heartland
  Pharmacy Care, Inc. (Nebraska)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Heartland
  Promotions, Inc. (Nebraska)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LifeTrust
  America, Inc. (Tennessee)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LifeTrust
  Properties, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LTA
  Management Services of Florida, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LTA
  Management Services, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  Holdings of Concord, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  Holdings of Gastonia, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  Holdings of Greensboro, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  Holdings of Raleigh, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  Holdings of Williamsburg, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Alabama, L.P. (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Anderson, L.P. (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Athens, Limited Partnership (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Beaufort, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Bellgrade, Richmond, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Belmont, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Bowling Green, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Camden, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Charlottesville, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Cleveland, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Columbus, L.P. (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Concord, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Conyers, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Cookeville, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Cullman, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Dalton, Limited Partnership (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Decatur, L.P. (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Evans, Limited Partnership (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Fayette, L.P. (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Franklin, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Gainesville, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Gallatin, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Gastonia, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Georgia, L.P. (Delaware)

  	
   

  	
   

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Greensboro, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Greenwood, L.P. (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Hartsville, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Hopkinsville, Limited Partnership (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Jackson, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Kentucky, Limited Partnership (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Knoxville, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Lexington, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Macon, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Madison, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Montgomery, Limited Partnership (Delaware)

  	
   

  	
   

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Newport News, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Orangeburg, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Paducah, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Paris, L.P. (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Raleigh, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Seneca, L.P. (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Sheffield, LLC (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Skipwith-Richmond, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of South Carolina, L.P. (Delaware)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Springfield, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Tennessee, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morningside
  of Williamsburg, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National
  LTC Pharmacy Services LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Newark
  Heritage Partners I, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Newark
  Heritage Partners II, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  O.F.C.
  Properties, LLC (Indiana)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Orthopedic
  Rehabilitation Systems LLC (Maryland)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parkville
  Heritage Partners, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Progress
  Pharmacy Ltd. (Delaware)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Redlands
  Heritage Partners, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rockville
  Heritage Partners, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Roseville
  Heritage Partners, a California Limited Partnership (California)

  	
   

  	
  Provider

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Senior
  Living Insurance Co., Ltd.

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Senior
  Living of Boynton Beach Limited Partnership (Delaware)

  	
   

  	
   

  	
   

  	
  Partnership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Somerford
  Emerson Management, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Somerford
  of Williamsville LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Somerford
  Place LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Somerford
  Wayne Management, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Somerford
  West Orange Management, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stockton
  Heritage Partners, LLC (Delaware)

  	
   

  	
  Provider

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Heartlands Retirement Community — Ellicott City I, Inc. (Maryland)

  	
   

  	
  Excluded
  Subsidiary

  	
   

  	
  Common
  Stock

  



 

















 


	
  Subsidiaries (Jurisdiction of Organization)

  	
   

  	
  Provider/Material

  Subsidiary and/or

  Excluded

  Subsidiary

  	
   

  	
  Equity Interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Heartlands Retirement Community — Ellicott City II, Inc. (Maryland)

  	
   

  	
   

  	
   

  	
  Common
  Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Toms
  River Heritage Partners, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wayne
  Management Holdings, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  West
  Orange Management Holdings, LLC (Delaware)

  	
   

  	
   

  	
   

  	
  Membership
  Interests

  



 
















 


SCHEDULE 7.1(f)


 


Leases


 


1.               Amended and Restated Master Lease
Agreement (Lease No. 1) dated as of August 4, 2009 by and among
certain affiliates of Senior Housing Properties Trust, as Landlord, and Five
Star Quality Care Trust, as Tenant.


 


2.               Amended and Restated Master Lease
Agreement (Lease No. 2) dated as of August 4, 2009 by and among
certain affiliates of Senior Housing Properties Trust, as Landlord, and Five
Star Quality Care Trust, FS Commonwealth LLC, FS Patriot LLC, and FS Tenant
Holding Company Trust, as Tenants.


 


3.               Amended and Restated Master Lease
Agreement (Lease No. 4) dated as of August 4, 2009 by and among
certain affiliates of Senior Housing Properties Trust, as Landlord, and Five
Star Quality Care Trust, Five Star Quality Care — NS Tenant, LLC, and FS Tenant
Holding Company Trust, as Tenants.


 


4.               Master Lease Agreement, dated as of April 1,
2002, by and among certain affiliates of Five Star Quality Care, Inc., as
Landlord, and certain other affiliates of Five Star Quality Care, Inc., as
Tenant, as amended.


 


5.               Master Lease Agreement, dated as of July 1,
2008, between Five Star Quality Care-NS Owner, LLC, as Landlord, and Five Star
Quality Care-NS Operator, LLC, as Tenant.


 


6.               Master Lease Agreement, dated as of December 3,
2008, by and between Five Star Quality Care - OBX Owner, LLC, as Landlord, and
Five Star Quality Care - OBX Operator, LLC, as Tenant.


 


Subleases


 


Subleases under Amended
and Restated Master Lease Agreement (Lease No. 1)


 


1.              Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-AZ, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


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-Colorado, LLC, Delaware limited
liability company, as subtenant, as amended.


 


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-IA, LLC, a Delaware limited
liability company, as subtenant, as amended.


 

















 


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-WY, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


5.              Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust, as
sublandlord, and Five Star Quality Care-IA, Inc., a Delaware corporation,
as subtenant, as amended.


 


6.              Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-NE, Inc., a Delaware
corporation, as subtenant, as amended.


 


7.              Sublease Agreement, dated September 30,
2003, by and between FVE-CHS LLC (predecessor by merger to Five Star Quality
Care Trust), as sublandlord, and Five Star Quality Care-CA, LLC, a Delaware
limited liability company, as subtenant, as amended.


 


8.              Sublease Agreement, dated June 23,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-MO, LLC, a Delaware limited liability
company, as subtenant, as amended.


 


9.              Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Gallatin, LLC, a Delaware limited liability
company, as subtenant, as amended.


 


10.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Evans, Limited Partnership, a Delaware
limited partnership, as subtenant, as amended.


 


11.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Columbus, L.P., a Delaware limited
partnership, as subtenant, as amended.


 


12.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Dalton, Limited Partnership, a Delaware
limited partnership, as subtenant, as amended.


 


13.        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.


 


14.        Sublease Agreement, dated September 1,
2006, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-FL, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


15.        Sublease Agreement, dated October 1,
2006, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-MS, LLC, a Maryland limited
liability company, as subtenant, as amended.


 

















 


16.        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.


 


17.        Second Amended and Restated Sublease
Agreement, dated November 6, 2006, by and between Five Star Quality Care
Trust, a Maryland business trust, as sublandlord, and Morningside of Kentucky,
Limited Partnership, a Delaware limited partnership, as subtenant, as amended.


 


18.        Amended and Restated Sublease Agreement,
dated January 1, 2007, by and between Five Star Quality Care Trust, a
Maryland business trust, as sublandlord, and Morningside of Belmont, LLC, a
Delaware limited liability company, as subtenant, as amended.


 


19.        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.


 


20.        Sublease Agreement, dated March 1,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-MN, LLC, a Maryland limited
liability company, as subtenant, as amended.


 


21.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Annapolis Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


22.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Columbia Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


23.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Encinitas Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


24.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Frederick Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


25.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Fresno Heritage Partners, A California Limited Partnership,
as subtenant, as amended.


 


26.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Hagerstown Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended.


 

















 


27.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Newark Heritage Partners I, LLC, a Delaware limited liability
company, as subtenant, as amended.


 


28.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Newark Heritage Partners II, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


29.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Redlands Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


30.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Roseville Heritage Partners, A California Limited
Partnership, as subtenant, as amended.


 


31.        Amended and Restated Sublease Agreement,
dated as of August 4, 2009, by and between Five Star Quality Care Trust, a
Maryland business trust, as sublandlord, and Five Star Quality Care-VA, LLC, a
Delaware limited liability company, as subtenant.


 


32.        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.


 


Subleases under Amended
and Restated Master Lease Agreement (Lease No. 2)


 


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.


 


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.


 


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.


 


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-MO, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


5.              Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-NE, Inc., a Delaware
corporation, as subtenant, as amended.


 

















 


6.              Sublease Agreement, dated January 11,
2002, by and between FS Tenant Holding Company Trust, a Maryland business
trust, as sublandlord, and FS Leisure Park Tenant Trust, a Maryland business
trust, as subtenant, as amended.


 


7.              Sublease Agreement, dated January 11,
2002, by and between FS Tenant Holding Company Trust, a Maryland business
trust, as sublandlord, and FS Lafayette Tenant Trust, a Maryland business
trust, as subtenant, as amended.


 


8.              Sublease Agreement, dated January 11,
2002, by and between FS Tenant Holding Company Trust, a Maryland business
trust, as sublandlord, and FS Lexington Tenant Trust, a Maryland business
trust, as subtenant, as amended.


 


9.              Sublease Agreement, dated as of the January 11,
2002, by and between FS Tenant Holding Company Trust, a Maryland business
trust, as sublandlord, and FS Tenant Pool IV Trust, a Maryland business trust,
as subtenant, as amended.


 


10.        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.


 


11.        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.


 


12.        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.


 


13.        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.


 


14.        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.


 


15.        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.


 


16.        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.


 


17.        Sublease Agreement, dated as of August 1,
2008, between Five Star Quality Care Trust, a Maryland business trust, as
sublandlord, and FSQC-AL, LLC, a Maryland limited liability company, as
subtenant.


 

















 


18.        Sublease Agreement, dated as of November 1,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-IN, LLC, a Maryland limited
liability company, as subtenant.


 


19.        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.


 


20.        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.


 


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 I 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 II Trust,
a Maryland business trust, as subtenant.


 


23.        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.


 


Subleases under Amended and Restated Master Lease
Agreement (Lease No. 4)


 


24.        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.


 


25.        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.


 


26.        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.


 


27.        Sublease Agreement, dated December 31,
2001, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-WY, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


28.        Sublease Agreement, dated November 19,
2004, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Skipwith-Richmond, LLC, a Delaware limited
liability company, as subtenant, as amended.


 

















 


29.        Sublease Agreement, dated June 3,
2005, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Morningside of Greenwood, L.P., a Delaware limited
partnership, as subtenant, as amended.


 


30.        Sublease Agreement, dated September 1,
2006, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Five Star Quality Care-FL, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


31.        Sublease Agreement, dated September 1,
2006, by and between Five Star Quality Care Trust, a Maryland business trust,
as Sublandlord, and Five Star Quality Care-IL, LLC, a Maryland limited
liability company, as Subtenant, as amended.


 


32.        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.


 


33.        Second Amended and Restated Sublease
Agreement, dated November 6, 2006, by and between Five Star Quality Care
Trust, a Maryland business trust, as sublandlord, and Morningside of Kentucky,
Limited Partnership, a Delaware limited partnership, as subtenant, as amended.


 


34.        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.


 


35.        Sublease Agreement, dated March 31,
2008, by and between Five Star Quality Care Trust, a Maryland business trust,
as sublandlord, and Stockton Heritage Partners, LLC, a Delaware limited
liability company, as subtenant, as amended.


 


36.        Confirmatory Sublease Agreement, dated as
of June 30, 2008, but effective as of October 25, 2002, 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.


 


37.        Sublease Agreement, dated as of July 1,
2008, by and between Five Star Quality Care-NS Tenant, LLC, a Maryland limited
liability company, as sublandlord, and Five Star Quality Care-GHV, LLC, a
Maryland limited liability company, as subtenant.


 


38.        Sublease Agreement, dated as of July 1,
2008, by and between Five Star Quality Care-NS Tenant, LLC, a Maryland limited
liability company, as sublandlord, and Five Star Quality Care-NJ, LLC, a
Maryland limited liability company, as subtenant.


 


39.        Amended and Restated Sublease Agreement,
dated as of August 4, 2009, by and between Five Star Quality Care Trust, a
Maryland business trust, as sublandlord, and Five Star Quality Care-VA, LLC, a
Delaware limited liability company, as subtenant.


 

















 


40.        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.


 
















 


SCHEDULE 7.1(cc)


 


DEPOSIT ACCOUNT


 


	
  Bank

  	
   

  	
  Name

  	
   

  	
  Purpose

  	
   

  	
  Account #

  	
   

  	
  Type

  	
   

  	
   

  
	
  Corporate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Concentration

  	
   

  	
  1135638907

  	
   

  	
  Concentration 

  	
   

  	
  Primary Borrower Account

  
	
  Wachovia 

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Concentration

  	
   

  	
  2000027339804

  	
   

  	
  Depository

  	
   

  	
  Sweeps to account no.
  1135638907

  
	
  Wachovia 

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  GVT Dep.

  	
   

  	
  2000027399817

  	
   

  	
  Depository

  	
   

  	
  Primary Provider Account
  (sweeps to account no. 2000027339804)

  
	
  Wachovia 

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Non Wachovia Dep

  	
   

  	
  2000027339820

  	
   

  	
  Depository

  	
   

  	
  Primary Borrower Account
  (sweeps to account no. 2000027339804)

  
	
  Wachovia 

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Wachovia Dep

  	
   

  	
  2003207613318

  	
   

  	
  Depository

  	
   

  	
  Primary Borrower Account
  (local collections) (sweeps to account no. 2000027339804)

  
	
  First National

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Westgate Gift Shop
  Deposits

  	
   

  	
  11300003

  	
   

  	
  Deposits

  	
   

  	
  Sweeps to account no.
  2000027339820

  
	
  Wachovia 

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Ellicott City Gift Shop
  Deposits

  	
   

  	
  2000028302746

  	
   

  	
  Depository

  	
   

  	
  Sweeps to account no.
  2003207613318

  
	
  Wachovia 

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Wachovia Dep

  	
   

  	
  2000049281642

  	
   

  	
  Depository

  	
   

  	
  For payments from
  Affected Properties only 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Government
  Lockboxes:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Government
  Lockbox Accounts:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Disbursement
  Accounts:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Garnishments/PR Taxes
  Disb.

  	
   

  	
  1108201552

  	
   

  	
  Disbursement

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Accounts Payable

  	
   

  	
  1135638702

  	
   

  	
  Disbursement

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Payroll-Facility

  	
   

  	
  1135638699

  	
   

  	
  Disbursement

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Payroll-Corporate

  	
   

  	
  1135638680

  	
   

  	
  Disbursement

  	
   

  	
   

  
	
  Wachovia 

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Wachovia Dep

  	
   

  	
   

  	
   

  	
  Disbursement

  	
   

  	
  Master Tenant’s Account (disbursement
  account for Fannie Mae Lease Agreement lease payments)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts
  Being Closed:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monroe Bank

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Meadowood

  	
   

  	
  4296251

  	
   

  	
  Checking

  	
   

  	
   

  
	
  Monroe Bank

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Meadowood

  	
   

  	
  4297362

  	
   

  	
  Reserved Money Market

  	
   

  	
   

  
	
  Monroe Bank

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Meadowood

  	
   

  	
  4247323

  	
   

  	
  Depository 

  	
   

  	
   

  
	
  Monroe Bank

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Meadowood

  	
   

  	
  4269202

  	
   

  	
  Depository 

  	
   

  	
   

  
	
  JP Morgan Chase Bank

  	
   

  	
  Five Star Quality
  Care, Inc.

  	
   

  	
  Meadowood

  	
   

  	
  000000714637675

  	
   

  	
  Operating acct

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  NER

  	
   

  	
  Concentration

  	
   

  	
  1309162708

  	
   

  	
  Disbursement

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Braintree

  	
   

  	
  Concentration

  	
   

  	
  1309162767

  	
   

  	
  Disbursement 

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Heartland

  	
   

  	
  Concentration

  	
   

  	
  1305121179

  	
   

  	
  Disbursement 

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Royal Hills

  	
   

  	
  Concentration

  	
   

  	
  1137419110

  	
   

  	
   Disbursement

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Southcoast

  	
   

  	
  Concentration

  	
   

  	
   

  	
   

  	
   Disbursement

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Braintree Rehab Hyannis

  	
   

  	
  Concentration

  	
   

  	
  1312293281

  	
   

  	
   

  	
   

  	
   

  
	
  First National

  	
   

  	
  Heartland LTC

  	
   

  	
  Concentration

  	
   

  	
  22633578

  	
   

  	
  Deposits

  	
   

  	
   

  
	
  JP Morgan

  	
   

  	
  Virginia Rehab

  	
   

  	
  Concentration

  	
   

  	
  623471091

  	
   

  	
  Deposits

  	
   

  	
   

  
	
  JP Morgan

  	
   

  	
  Brookfield Rehab

  	
   

  	
  Concentration

  	
   

  	
  623471109

  	
   

  	
  Deposits

  	
   

  	
   

  
	
  Wachovia

  	
   

  	
  Wachovia Progress
  Pharmacy

  	
   

  	
  Concentration

  	
   

  	
  2000041007426

  	
   

  	
  Deposits

  	
   

  	
   

  
	
  Wachovia

  	
   

  	
  Wachovia Progress
  Pharmacy

  	
   

  	
  Concentration

  	
   

  	
  2000031710325

  	
   

  	
  Deposits

  	
   

  	
   

  



 

















 


	
  Restricted
  Cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  American International
  Companies

  	
   

  	
  Somerford Corp

  	
   

  	
  Somerford

  	
   

  	
  4623

  	
   

  	
  Cash Collarteral

  	
   

  	
   

  
	
  The Private Bank

  	
   

  	
  Sunrise (insurance)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Checking

  	
   

  	
   

  
	
  Monroe Bank

  	
   

  	
  Meadowood

  	
   

  	
  Security Deposit

  	
   

  	
  2094

  	
   

  	
  Checking

  	
   

  	
   

  
	
  Comerica

  	
   

  	
  Park Lane

  	
   

  	
  Security Deposit

  	
   

  	
  1880409923

  	
   

  	
  Checking

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Fountainview

  	
   

  	
  Security Deposit

  	
   

  	
  130619-002-6

  	
   

  	
  Checking

  	
   

  	
   

  
	
  Wachovia

  	
   

  	
  Coral Oaks

  	
   

  	
  Security Deposit

  	
   

  	
  1090012742789

  	
   

  	
  Checking

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Park Summit

  	
   

  	
  Security Deposit

  	
   

  	
  130619-001-8

  	
   

  	
  Money Market

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Montevista

  	
   

  	
  Security Deposit

  	
   

  	
  131039-769-1

  	
   

  	
  Money Market

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Montebello

  	
   

  	
  Security Deposit

  	
   

  	
  130619-004-2

  	
   

  	
  Money Market

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Forwood Manor

  	
   

  	
  Security Deposit

  	
   

  	
  130844-883-7

  	
   

  	
  Money Market

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Leisure Park

  	
   

  	
  Security Deposit

  	
   

  	
  131039-771-3

  	
   

  	
  Money Market

  	
   

  	
   

  
	
  Bradford Bank

  	
   

  	
  Ellicott City

  	
   

  	
  Security Deposit

  	
   

  	
  6000129244

  	
   

  	
  Money Market

  	
   

  	
   

  
	
  Citizen

  	
   

  	
  Aspenwood

  	
   

  	
  Security Deposit

  	
   

  	
  113381-539-9

  	
   

  	
  Money Market

  	
   

  	
   

  



 
















 


SCHEDULE 10.4(a)


 


LIENS IN EXISTENCE AS OF THE AGREEMENT DATE


 


41.        Amended Master Lease
Agreement dated January 11, 2002 between certain affiliates of Senior
Housing Properties Trust, as landlord, and FS Tenant Holding Company Trust and
FS Tenant Pool III Trust, as tenant, as amended by the First Amendment to
Amended Master Lease Agreement dated October 1, 2002 and Second Amendment
to Amended Master Lease Agreement dated March 1, 2004.


 


42.        Second Amended and Restated
Lease Agreement dated November 19, 2004 between certain affiliates of
Senior Housing Properties Trust, as landlord, and Five Star Quality Care Trust,
as tenant.


 


43.        Master Lease Agreement dated
as of April 1, 2002 between certain affiliates of Five Star Quality Care, Inc.,
as landlord, and Certain Other Affiliates of Five Star Quality Care, Inc.,
as tenant, as amended by a Partial Termination and Amendment of Lease dated as
of September 30, 2003.


 


44.        Lease Agreement dated November 19,
2004 between certain affiliates of Senior Housing Properties Trust, as
landlord, and certain affiliates of Five Star Quality Care, Inc., as
tenant (relating to 16 sites subject to GMAC/FNMA financing).


 


45.        Lease Agreement dated November 19,
2004 between certain affiliates of Senior Housing Properties Trust and certain
affiliates of Five Star Quality Care, Inc., as tenant (relating to 4 sites
subject to GMAC/FNMA financing).


 


46.        Master Lease dated as of November 19,
2004 between HCPI Trust, as landlord, and Morningside of South Carolina, L.P.,
as tenant.


 


47.        Guaranty of Obligations
dated as of November 19, 2004, by Five Star Quality Care, Inc. in
favor of HCPI Trust.


 


48.        Second Amended and Restated
Pledge of Stock and Membership Interests Agreement dated as of May 6,
2005, by certain affiliates of Five Star Quality Care, Inc. for the
benefit of certain affiliates of Senior Housing Properties Trust.


 


49.        Amended and Restated Pledge
of Shares of Beneficial Interest Agreement dated as of May 6, 2005, by FSQ, Inc.
for the benefit of certain affiliates of Senior Housing Properties Trust.


 


50.        Pledge of Shares of
Beneficial Interest Agreement dated as of January 11, 2002, by FSQ, Inc.
for the benefit of certain affiliates of Senior Housing Properties Trust.


 


51.        Pledge of Membership
Interests Agreement dated as of January 11, 2002 by FS Tenant Holding
Company Trust for the benefit of certain affiliates of Senior Housing
Properties Trust.


 

















 


52.        Security Agreement dated as
of December 31, 2001, between Five Star Quality Care Trust and certain
affiliates of Senior Housing Properties Trust, as amended and confirmed from
time to time.


 


53.        Security Agreement dated as
of December 31, 2001, between certain affiliates of Five Star Quality Care, Inc.
and certain affiliates of Senior Housing Properties Trust, as amended and confirmed
from time to time.


 


54.        Security Agreement dated as
of January 11, 2002, between FS Tenant Holding Company Trust and certain
affiliates of Senior Housing Properties Trust, as amended and confirmed from
time to time.


 


55.        Security Agreement dated as
of January 11, 2002, between certain affiliates of Five Star Quality Care, Inc.
and certain affiliates of Senior Housing Properties Trust, as amended and
confirmed from time to time.


 


56.        Security Agreement dated as
of October 25, 2002 between Five Star Quality Care Trust (as successor by
merger of FVE-CHS, LLC) and SNH CHS Properties Trust, as amended and confirmed
from time to time.


 


57.        Security Agreement dated as
of October 25, 2002, between certain affiliates of Five Star Quality Care, Inc.
and SNH CHS Properties Trust, as amended and confirmed from time to time.


 


58.        Assignment and Security
Agreement (FF&E Reserve) dated as of October 1, 2002, between FS
Tenant Holding Company Trust, FS Tenant Pool III Trust and certain affiliates
of Senior Housing Properties Trust, as amended and confirmed from time to time.


 


59.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Beaufort, LLC, Fannie Mae and Morningside of Beaufort, LLC.


 


60.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD —
Bowling Green, LLC, Fannie Mae and Morningside of Bowling Green, LLC.


 


61.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Camden, LLC, Fannie Mae and Morningside of Camden, LLC.


 


62.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Cleveland, LLC, Fannie Mae and Morningside of Cleveland, LLC.


 


63.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Conyers, LLC, Fannie Mae and Morningside of Conyers, LLC.


 


64.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Cookeville, LLC, Fannie Mae and Morningside of Cookeville, LLC.


 

















 


65.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Cullman, LLC, Fannie Mae and Morningside of Cullman, LLC.


 


66.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Gainesville, LLC, Fannie Mae and Morningside of Gainesville, LLC.


 


67.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Hartsville, LLC, Fannie Mae and Morningside of Hartsville, LLC.


 


68.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Lexington, LLC, Fannie Mae and Morningside of Lexington, LLC.


 


69.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Macon, LLC, Fannie Mae and Morningside of Macon, LLC.


 


70.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Madison, LLC, Fannie Mae and Morningside of Madison, LLC.


 


71.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Orangeburg, LLC, Fannie Mae and Morningside of Orangeburg, LLC.


 


72.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Paducah, LLC, Fannie Mae and Morningside of Paducah, LLC.


 


73.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Seneca, LLC, Fannie Mae and Morningside of Seneca, LLC.


 


74.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Sheffield, LLC, Fannie Mae and Morningside of Sheffield, LLC.


 


75.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Franklin, LLC, Fannie Mae and Morningside of Franklin, LLC.


 


76.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Hopkinsville, LLC, Fannie Mae and Morningside of Hopkinsville, LLC.


 


77.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Jackson, LLC, Fannie Mae and Morningside of Jackson, LLC.


 


78.        Subordination, Assignment
and Security Agreement, dated as of November 19, 2004, between MSD -
Knoxville, LLC, Fannie Mae and Morningside of Knoxville, LLC.


 


79.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Beaufort, LLC and
MSD - Beaufort, LLC, as debtors, and Fannie Mae, as secured party.


 


80.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Bowling Green, LLC
and MSD — Bowling Green, LLC, as debtors, and Fannie Mae, as secured party.


 

















 


81.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Camden, LLC and MSD
- Camden, LLC, as debtors, and Fannie Mae, as secured party.


 


82.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Cleveland, LLC and
MSD - Cleveland, LLC, as debtors, and Fannie Mae, as secured party.


 


83.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Conyers, LLC and MSD
- Conyers, LLC, as debtors, and Fannie Mae, as secured party.


 


84.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Cookeville, LLC and
MSD - Cookeville, LLC, as debtors, and Fannie Mae, as secured party.


 


85.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Cullman, LLC and MSD
- Cullman, LLC, as debtors, and Fannie Mae, as secured party.


 


86.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Gainesville, LLC and
MSD - Gainesville, LLC, as debtors, and Fannie Mae, as secured party.


 


87.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Hartsville, LLC and
MSD - Hartsville, LLC, as debtors, and Fannie Mae, as secured party.


 


88.        UCC Financing Statements, dated
as of November 19, 2004, listing Morningside of Lexington, LLC and MSD -
Lexington, LLC, as debtors, and Fannie Mae, as secured party.


 


89.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Macon, LLC and MSD -
Macon, LLC, as debtors, and Fannie Mae, as secured party.


 


90.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Madison, LLC and MSD
- Madison, LLC, as debtors, and Fannie Mae, as secured party.


 


91.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Orangeburg, LLC and
MSD - Orangeburg, LLC, as debtors, and Fannie Mae, as secured party.


 


92.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Paducah, LLC and MSD
- Paducah, LLC, as debtors, and Fannie Mae, as secured party.


 


93.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Seneca, LLC and MSD
- Seneca, LLC, as debtors, and Fannie Mae, as secured party.


 


94.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Sheffield, LLC and
MSD - Sheffield, LLC, as debtors, and Fannie Mae, as secured party.


 


95.        UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Franklin, LLC and
MSD - Franklin, LLC, as debtors, and Fannie Mae, as secured party.


 

















 


96.             UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Hopkinsville, LLC
and MSD - Hopkinsville, LLC, as debtors, and Fannie Mae, as secured party.


 


97.             UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Jackson, LLC and MSD
- Jackson, LLC, as debtors, and Fannie Mae, as secured party.


 


98.             UCC Financing Statements,
dated as of November 19, 2004, listing Morningside of Knoxville, LLC and
MSD - Knoxville, LLC, as debtors, and Fannie Mae, as secured party.


 


99.             UCC Financing Statement,
dated as of February 4, 2004, listing FS Tenant Pool I Trust, as debtor,
and certain subsidiaries of Senior Housing Properties Trust, as secured
parties.


 


100.       UCC Financing Statement,
dated as of February 4, 2004, listing FS Tenant Pool II Trust, as debtor,
and certain subsidiaries of Senior Housing Properties Trust, as secured
parties.


 


101.       UCC Financing Statement,
dated as of February 4, 2004, listing FS Tenant Pool III Trust, as debtor,
and certain subsidiaries of Senior Housing Properties Trust, as secured
parties.


 


102.       UCC Financing Statement,
dated as of February 4, 2004, listing FS Tenant Pool IV Trust, as debtor,
and certain subsidiaries of Senior Housing Properties Trust, as secured
parties.


 


103.       Mortgage, dated as of September 26,
2001, made by Morningside of Fayette, L.P. for the benefit of Berkshire
Mortgage Finance Bethesda Limited Partnership.


 


104.       Security Agreement, dated as
of September 26, 2001, by and between Morningside of Fayette, L.P. and
Berkshire Mortgage Finance Bethesda Limited Partnership.


 


105.       Regulatory Agreement for
Multifamily Housing Projects, dated as of September       ,
2001, between Morningside of Fayette, L.P. and Secretary of Housing and Urban
Development, recorded with the Fayette County Registry in Book 2001, Page 4510.


 


106.       UCC Financing Statements,
listing Morningside of Fayette, L.P. as the debtor and Berkshire Mortgage
Finance Bethesda Limited Partnership as the secured party.


 


107.       Deed of Trust, dated as of May 24,
2001, made by Morningside Holdings of Greensboro, LLC (successor in interest of
Concord Assisted Living Retirement Community, L.L.C.) to James M. Tanner, Jr.,
Trustee for the benefit of Highland Mortgage Company, recorded with the
Cabarrus County Registry of Deeds in Book 3261, Page 132.


 


108.       Regulatory Agreement, dated
as of May 24, 2001, between Morningside Holdings of Greensboro, LLC
(successor in interest of Concord Assisted Living Retirement Community, L.L.C.)
and Secretary of Housing and Urban Development, recorded with the Cabarrus
County Registry of Deeds in Book 3261, Page 139.


 

















 


109.       Regulatory Agreement, dated
as of
              ,
2002, by and between Morningside of Greensboro, LLC and Secretary of Housing and
Urban Development, recorded with the Cabarrus County Registry of Deeds in Book
4060, Page 93.


 


110.       Security Agreement, dated as
of October 1, 2002, by and among Morningside of Greensboro, LLC, Highland
Mortgage Company and Secretary of Housing and Urban Development.


 


111.       Deed of Trust and Assignment
of Rents, Profits and Income, dated as of January 16, 1998, made by
Morningside Holdings of Gastonia, LLC (successor in interest of Gastonia
Assisted Living Retirement Community, Inc.) to James M. Tanner, Jr.,
Trustee for the benefit of Reilly Mortgage Group, Inc. (successor in
interest of Highland Mortgage Company), recorded with the Gaston County
Registry of Deeds in Book 2744, Page 634, as assigned by assignment
recorded with said Deeds on March 15, 2001 in Book 3205, Page 799.


 


112.       Regulatory Agreement for
Multifamily Housing Projects, dated as of January 16, 1998, between
Morningside Holdings of Gastonia, LLC (successor in interest of Gastonia
Assisted Living Retirement Community, Inc.) and Secretary of Housing and
Urban Development, recorded with the Gaston County Registry of Deeds in Book
2744, Page 642.


 


113.       Security Agreement, dated as
of January 16, 1998, made by Morningside Holdings of Gastonia, LLC
(successor in interest of Gastonia Assisted Living Retirement Community, Inc.)
for the benefit of Reilly Mortgage Group, Inc. (successor in interest of
Highland Mortgage Company).


 


114.       Regulatory Agreement Nursing
Homes, dated as of
              ,
2002, by and between Morningside of Gastonia, LLC and Secretary of Housing and
Urban Development, recorded with the Gaston County Registry of Deeds in Book
3547, Page 75.


 


115.       Security Agreement, dated as
of October 1, 2002, by and among Morningside of Gastonia, LLC, Reilly
Mortgage Group, Inc. and Secretary of Housing and Urban Development.


 


116.       Deed of Trust, dated as of May 24,
2001, made by Morningside Holdings of Greensboro, LLC (successor in interest of
Greensboro Assisted Retirement Community, L.L.C.) to James M. Tanner, Jr.,
trustee for the benefit of Highland Mortgage Company, recorded with the
Guilford County Registry of Deeds in Book 5234, Page 611.


 


117.       Regulatory Agreement, dated
as of May 21, 2001, between the Morningside Holdings of Greensboro, LLC
(successor in interest of Greensboro Assisted Retirement Community, L.L.C.) and
Secretary of Housing and Urban Development, recorded with the Guilford County
Registry of Deeds in Book 5234, Page 619.


 


118.       Regulatory Agreement, dated
as of
              ,
2002, by and between Morningside of Greensboro, LLC and Secretary of Housing
and Urban Development, recorded with the Guilford County Registry of Deeds in
Book 5630, Page 239.


 

















 


119.       Security Agreement, dated as
of October 1, 2002, by and among Morningside of Greensboro, LLC, Highland
Mortgage Company and Secretary of Housing and Urban Development.


 


120.       Deed of Trust and Assignment
of Rents, Profits and Income (Multifamily), dated as of September 1, 1995,
made by Morningside Holdings of Raleigh, LLC (successor in interest of
Manorhouse Associates of Raleigh, L.P.) to James N. Tanner, Jr., Trustee
for the benefit of Reilly Mortgage Group, Inc. (successor in interest of
Highland Mortgage Company), recorded with the Wake County Registry of Deeds in
Book 6658, Page 556, as assigned by assignment recorded with said Deeds on
March 1, 2001 in Book 8825, Page 2239.


 


121.       Regulatory Agreement, dated
as of September 1, 1995, between Morningside Holdings of Raleigh, LLC
(successor in interest of Manorhouse Associates of Raleigh, L.P.) and Secretary
of Housing and Urban Development, recorded with the Wake County Registry of
Deeds in Book 6658, Page 564.


 


122.       Regulatory Agreement Nursing
Homes, dated as of
              ,
2002, by and between Morningside of Raleigh, LLC and Secretary of Housing and
Urban Development, recorded with the Wake County Registry of Deeds in Book
9642, Page 1525.


 


123.       Security Agreement, dated as
of October 1, 2002, by and among Morningside of Raleigh, LLC, Reilly
Mortgage Group, Inc. and Secretary of Housing and Urban Development.


 


124.       Deed of Trust and Assignment
of Rents, Profits and Income (Multifamily), dated as of June 21, 2000,
made by Morningside Holdings of Raleigh, LLC (successor in interest of
Manorhouse Associates of Raleigh, L.P.) to James N. Tanner, Jr., Trustee
for the benefit of Highland Mortgage Company, recorded with the Wake County
Registry of Deeds in Book 8620, Page 2490.


 


125.       Regulatory Agreement, dated
as of June 21, 2000, between Morningside Holdings of Raleigh, LLC
(successor in interest of Manorhouse Associates of Raleigh, L.P.) and Secretary
of Housing and Urban Development, recorded with the Wake County Registry of
Deeds in Book 8620, Page 2500.


 


126.       Security Agreement, dated as
of June 21, 2000, made by Morningside Holdings of Raleigh, LLC (successor
in interest of Manorhouse Associates of Raleigh, L.P.) for the benefit of
Highland Mortgage Company and Secretary of Housing and Urban Development.


 


127.       Regulatory Agreement Nursing
Homes, dated as of
              ,
2002, by and between Morningside of Raleigh, LLC and Secretary of Housing and
Urban Development, recorded with the Wake County Registry of Deeds in Book
9642, Page 1525.


 


128.       Security Agreement, dated as
of October 1, 2002, by and among Morningside of Raleigh, LLC, Highland
Mortgage Company and Secretary of Housing and Urban Development.


 

















 


129.       Deed of Trust, dated as of March 7,
1997, made by Morningside of Paris, L.P. for the benefit of Robert W. Fidler,
Trustee and Mellon Mortgage Company, and recorded with the Henry County
Registry in Book 284, Page 904.


 


130.       Regulatory Agreement for
Multifamily Housing Projects, dated as of March 7, 1997, between
Morningside of Paris, L.P. and Secretary of Housing and Urban Development,
recorded with the Henry County Registry in Book 284, Page 911.


 


131.       Security Agreement, dated as
of March 7, 1997, between Morningside of Paris, L.P. and Mellon Mortgage
Company.


 


132.       Second Deed of Trust, dated
as of January 27, 2000, made by Morningside of Paris, L.P. for the benefit
of Robert W. Fidler, Trustee and Patrician Financial Company Limited
Partnership, and recorded with the Henry County Registry in Book 13, Page 706.


 


133.       Regulatory Agreement for
Multifamily Housing Projects, dated as of January 27, 2000, between
Morningside of Paris, L.P. and Secretary of Housing and Urban Development,
recorded with the Henry County Registry in Book 13, Page 713.


 


134.       Security Agreement, dated as
of January 27, 2000, between Morningside of Paris, L.P. and Patrician
Financial Company Limited Partnership.


 


135.       Deed of Trust, dated as of November 14,
1997, made by Morningside Holdings of Williamsburg, LLC (successor in interest
of Williamsburg Assisted Living Retirement Community, Inc.) to Ronald E.
Sweeney for the benefit of Highland Mortgage Company, recorded with the Clerk’s
Office of the Circuit Court of James City County, Virginia, as Instrument No. 97018430.


 


136.       Regulatory Agreement, dated
as of November 18, 1997, between Morningside Holdings of Williamsburg, LLC
(successor in interest of Williamsburg Assisted Living Retirement Community, Inc.)
and Secretary of Housing and Urban Development, recorded with the Clerk’s
Office of the Circuit Court of James City County, Virginia, as Instrument No. 97018431.


 


137.       Regulatory Agreement, dated
as of
              ,
2002, by and between Morningside of Williamsburg, LLC and Secretary of Housing
and Urban Development.


 


138.       Security Agreement, dated as
of October 1, 2002, by and among Morningside of Williamsburg, LLC,
Highland Mortgage Company and Secretary of Housing and Urban Development.


 


139.       Mortgage, dated as of April 19,
2004, by Five Star Quality Care-Howell, LLC for the benefit of Love Funding
Corporation.


 


140.       Regulatory Agreement, dated
as of April 19, 2004, between Five Star Quality Care-Howell, LLC and
Secretary of Housing and Urban Development.


 

















 


141.       Security Agreement, dated as
of April 19, 2004, among Five Star Quality Care-Howell, LLC, Secretary of
Housing and Urban Development and Love Funding Corporation.


 


142.       UCC Financing Statements,
naming Five Star Quality Care-Howell, LLC as debtor and Secretary of Housing
and Urban Development and Love Funding Corporation as secured parties.


 


143.       Regulatory Agreement
(Nursing Homes), dated as of April 19, 2004, between Five Star Quality
Care-MI, LLC and Secretary of Housing and Urban Development.


 


144.       Security Agreement, dated as
of April 19, 2004, between Five Star Quality Care-MI, LLC and Love Funding
Corporation.


 


145.       UCC Financing Statements,
naming Five Star Quality Care-MI, LLC as debtor and Love Funding Corporation as
secured party.


 


146.       Assignment of Nursing Home
License, dated as of April 19, 2004, between Five Star Quality Care-MI,
LLC and Love Funding Corporation.


 
















 


EXHIBIT A-1


 


FORM OF AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF LEASE (LEASE
NO. 1)


 

















 


EXHIBIT A-2


 


FORM OF RELEASE AND CONSENT (LEASE NO. 1)


 

















 


EXHIBIT B-1


 


FORM OF AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF LEASE (LEASE
NO. 2)


 

















 


EXHIBIT B-2


 


FORM OF RELEASE AND CONSENT (LEASE NO. 2)


 

















 


EXHIBIT C-1


 


FORM OF COLLATERAL ASSIGNMENT OF LEASE (LEASE NO. 3)


 

















 


EXHIBIT C-2


 


FORM OF RELEASE AND CONSENT (LEASE NO. 3)


 

















 


EXHIBIT D


 


NEW GUARANTORS


 


Annapolis Heritage Partners, LLC


Columbia Heritage Partners, LLC


Encinitas Heritage Partners, LLC


Five Star Quality Care - GHV,
LLC


Five Star Quality Care - IL, LLC


Five Star Quality Care - IN,
LLC


Five Star Quality Care - MN,
LLC


Five Star Quality Care - MS, LLC


Five Star Quality Care - NJ,
LLC


Five Star Quality Care - NS
Operator, LLC


Five Star Quality Care — NS Owner, LLC


Five Star Quality Care — NS Tenant, LLC


Five Star Quality Care — OBX Operator, LLC


Five Star Quality Care — OBX Owner, LLC


Five Star Quality Care - TX, LLC


Frederick Heritage Partners, LLC


Fresno Heritage Partners, a California Limited
Partnership


FS Commonwealth LLC


FS Patriot LLC


FSQC-AL, LLC


FSQ Pharmacy Holdings LLC


Hagerstown Heritage Partners, LLC


Morningside of Concord, LLC


Morningside of Fayette, L.P.


Morningside of Gastonia, LLC


Morningside of Paris, L.P.


Morningside of Greensboro, LLC


Morningside of Raleigh, LLC


Morningside of Williamsburg, LLC


Newark Heritage Partners I, LLC


Newark Heritage Partners II, LLC


Redlands Heritage Partners, LLC


Roseville Heritage Partners, a California Limited
Partnership


Stockton Heritage Partners, LLC


 


 


 


 


 


 


 


 


 


 


 


Certain Schedules and
Exhibits to this agreement have been omitted and will be furnished
supplementally to the Securities and Exchange Commission upon request.