taken together shall
constitute one contract.
6.
This Agreement shall be construed in accordance with and governed
by the law of the State of New York, without regard to conflicts of law
principles that would require the application of the laws of another
jurisdiction.
(Signature Page Follows)
A-1
IN WITNESS WHEREOF, the Joining Party has caused this Accession Agreement to be
duly executed by its authorized representative, and each of the parties have
caused the same to be accepted by its authorized representative, as of the day
and year first above written.
[NAME OF JOINING PARTY]
By:
Name:
Title:
Acknowledged and accepted:
JEFFERIES FINANCE LLC,
as Collateral Agent
By:
Name:
Title:
JEFFERIES GROUP INC.,
as Issuing Bank
By:
Name:
Title:
A-2
EXHIBIT B
FORM OF
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit and Security Agreement, dated as of March [ ],
2010 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Five Star Quality Care, Inc.., a
Maryland corporation (the "Borrower"), the other Guarantors party thereto from
time to time, the Lenders, Jefferies Finance LLC, as administrative agent for
the Lenders and Jefferies Group Inc., as issuing bank (in such capacity, the
"Issuing Bank") for the Lenders.
Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
1.
__________________(THE "ASSIGNOR") HEREBY IRREVOCABLY SELLS AND
ASSIGNS, WITHOUT RECOURSE, TO THE ASSIGNEE, AND THE ASSIGNEE HEREBY IRREVOCABLY
PURCHASES AND ASSUMES, FROM THE ASSIGNOR, WITHOUT RECOURSE TO THE ASSIGNOR,
EFFECTIVE AS OF THE EFFECTIVE DATE SET FORTH BELOW (BUT NOT PRIOR TO THE
REGISTRATION OF THE INFORMATION CONTAINED HEREIN IN THE REGISTER PURSUANT TO
SECTION 12.04(C) OF THE CREDIT AGREEMENT), THE INTERESTS SET FORTH BELOW (THE
"ASSIGNED INTEREST") IN THE ASSIGNOR'S RIGHTS AND OBLIGATIONS UNDER THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE
REVOLVING COMMITMENT, THE REVOLVING LOANS AND PARTICIPATIONS HELD BY THE
ASSIGNOR IN LETTERS OF CREDIT WHICH ARE OUTSTANDING ON THE EFFECTIVE DATE.
FROM
AND AFTER THE EFFECTIVE DATE (I) THE ASSIGNEE SHALL BE A PARTY TO AND BE BOUND
BY THE PROVISIONS OF THE CREDIT AGREEMENT AND, TO THE EXTENT OF THE INTERESTS
ASSIGNED BY THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT, HAVE THE RIGHTS AND
OBLIGATIONS OF A LENDER THEREUNDER AND UNDER THE LOAN DOCUMENTS AND (II) THE
ASSIGNOR SHALL, TO THE EXTENT OF THE INTERESTS ASSIGNED BY THIS ASSIGNMENT AND
ACCEPTANCE AGREEMENT, RELINQUISH ITS RIGHTS AND BE RELEASED FROM ITS OBLIGATIONS
UNDER THE CREDIT AGREEMENT.
2.
THE ASSIGNOR (A) REPRESENTS AND WARRANTS THAT (I) IT IS THE LEGAL
AND BENEFICIAL OWNER OF THE INTEREST BEING ASSIGNED HEREBY FREE AND CLEAR OF ANY
LIEN, ENCUMBRANCE OR OTHER ADVERSE CLAIM CREATED BY THE ASSIGNOR AND THAT ITS
COMMITMENTS, AND THE OUTSTANDING BALANCES OF ITS LOANS, WITHOUT GIVING EFFECT TO
ASSIGNMENTS THEREOF WHICH HAVE NOT BECOME EFFECTIVE, ARE AS SET FORTH IN THIS
ASSIGNMENT AND ACCEPTANCE AGREEMENT AND (II) IT HAS ALL NECESSARY