PARTIAL TERMINATION OF AND AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER LEASE AGREEMENT

Exhibit 10.8

PARTIAL TERMINATION OF AND AMENDMENT NO. 2 TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT

THIS PARTIAL TERMINATION OF AND AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Amendment”) is made as of August 31, 2012 by and among SNH FM FINANCING LLC, a Delaware limited liability company, SNH FM FINANCING TRUST, a Maryland real estate investment trust, and ELLICOTT CITY LAND I, LLC, a Delaware limited liability company, collectively as landlord (“Landlord”), and FVE FM FINANCING, INC., a Maryland corporation, as tenant (“Tenant”).

W I T N E S S E T H:

WHEREAS, pursuant to the terms of that certain Amended and Restated Master Lease Agreement, dated as of August 4, 2009, as amended by that certain Amendment No. 1 to Amended and Restated Master Lease Agreement (as so amended, the “Lease”), Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Property (this and other capitalized terms used but not otherwise defined herein having the meanings given such terms in the Lease), all as more particularly described in the Lease; and

WHEREAS, as of the date hereof, Landlord is conveying to its affiliate certain of the Leased Property known as and located at (i) Forum at Desert Harbor, 00000 Xxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx, more particularly described on Exhibit A-1 to the Lease; (ii) Forum at Tucson, 0000 Xxxxx Xxxxxxxx Xxxx., Xxxxxx, Xxxxxxx, more particularly described on Exhibit A-2 to the Lease; (iii) The Remington Club I and II, 16925 and 00000 Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, more particularly described on Exhibit A-3 to the Lease; (iv) Park Summit at Coral Springs, 0000 Xxxxx Xxxx Xxxx., Xxxxx Xxxxxxx, Xxxxxxx, more particularly described on Exhibit A-6 to the Lease; (v) Savannah Square, One Savannah Square Drive, Savannah, Georgia, more particularly described on Exhibit A-8 to the Lease; (vi) Gables at Winchester, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx, more particularly described on Exhibit A-12 to the Lease; (vii) HeartFields at Easton, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxx, more particularly described on Exhibit A-13 to the Lease; (viii) Aspenwood, 00000 Xxxxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxxx, more particularly described on Exhibit A-16 to the Lease; (ix) Forum at Memorial Xxxxx, 000 Xxxxx Xxxx Xxx Xxxx, Xxxxxxx, Xxxxx, more particularly described on Exhibit A-20 to the Lease; and (x) Morningside of Bellgrade, 0000 Xxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx, more particularly described on Exhibit A-25 to the Lease (collectively, the “Terminated Properties”); and

WHEREAS, in connection with the conveyance of the Terminated Properties, Landlord and Tenant wish to amend the Lease to terminate the Lease with respect to the Terminated Properties;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree that, effective as of the date hereof, the Lease is hereby amended as follows:

1. Partial Termination of Lease.  The Lease is terminated with respect to the Terminated Properties and neither Landlord nor Tenant shall have any further rights or liabilities

thereunder with respect to the Terminated Properties from and after the date hereof, except for those rights and liabilities which by their terms survive the termination of the Lease.

2. Definition of Minimum Rent.  The defined term “Minimum Rent” set forth in Section 1.67 of the Lease is deleted in its entirety and replaced with the following:

“Minimum Rent”  shall mean the sum of Thirty-Three Million, Six Hundred Seventy-Nine Thousand, Seven Hundred Sixteen and 55/100 Dollars ($33,679,716.55) per annum.

3. Schedule 1.  Schedule 1 to the Lease is deleted in its entirety and replaced with Schedule 1 attached hereto.

4. Exhibit A.  Exhibit A to the Lease is amended by deleting the text of Exhibits X-0, X-0, X-0, X-0, X-0, X-00, X-00, X-00, X-00 xxx X-00 attached thereto in their entirety and replacing them with “Intentionally Deleted.”

5. Ratification.  As amended hereby, the Lease is ratified and confirmed.

[Remainder of page intentionally left blank;

signature pages follow]

2

IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.

	LANDLORD:
	SNH FM FINANCING LLC
	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		President
	SNH FM FINANCING TRUST
	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		President
	ELLICOTT CITY LAND I, LLC
	By:	/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		President

3

	TENANT:
	FVE FM FINANCING, INC.
	By:	/s/ Xxxxx X. Xxxxxx Xx.
		Xxxxx X. Xxxxxx Xx.
		President

4

SCHEDULE 1

PROPERTY-SPECIFIC INFORMATION

Exhibit

Property Address

Base Gross Revenues (Calendar Year)

Base Gross Revenues (Dollar Amount)

Commencement Date

Interest Rate

A-1

Intentionally Deleted

N/A

N/A

N/A

N/A

A-2

Intentionally Deleted

N/A

N/A

N/A

N/A

A-3

Intentionally Deleted

X/X

X/X

X/X

X/X

X-0

Xxx Xxx Xxxxxx 000 Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000

2005

$

4,204,464

09/30/2003

10%

X-0

Xxxxx Xxxxx Xxxxx 0000 Xxxxx Xxxx Xxxxxxxxxx, XX 00000

2005

$

7,666,221

01/11/2002

10%

A-6

Intentionally Deleted

N/A

N/A

N/A

N/A

A-7

Coral Oaks 000 Xxxx Xxxx Xxxx Xxxx Xxxxxx, XX 00000

2005

$

9,051,220

01/11/2002

10%

A-8

Intentionally Deleted

N/A

N/A

N/A

N/A

A-9

Forum at the Crossing 0000 Xxxxxxxxx Xxxxxxxx Xxxx. Xxxxxxxxxxxx, XX 00000

2005

$

11,973,559

01/11/2002

10%

A-10

Forum at Overland Park 0000 Xxxx 00xx Xxxxxx Xxxxxxxx Xxxx, XX 00000

2005

$

9,674,467

01/11/2002

10%

A-11

Forum at Brookside 000 Xxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000

2005

$

12,831,113

01/11/2002

10%

A-12

Intentionally Deleted

N/A

N/A

N/A

N/A

A-13

Intentionally Deleted

N/A

N/A

N/A

N/A

A-14

Heartlands at Ellicott City 0000 Xxxxx Xxxxx Xxxx Xxxxxxxx Xxxx, XX 00000

2005

$

7,872,811

03/01/2004

10%

A-15

Heartlands at Severna Park 000 Xxxxxxxx Xxxx Xxxxxxx Xxxx, XX 00000

2005

$

3,521,926

10/25/2002

10%

A-16

Intentionally Deleted

N/A

N/A

N/A

N/A

Exhibit		Property Address		Base Gross Revenues (Calendar Year)		Base Gross Revenues (Dollar Amount)			Commencement Date		Interest Rate
A-17		HeartFields at Xxxx 0000 Xxxxxxxx Xxxxx Xxxxx Xxxx, XX 00000		2005		$	3,092,311		10/25/2002		10%
A-18		Montebello 00000 Xxxxxxx Xxxx Xxxxxxxxxxx, XX 00000		2005		$	10,739,724		01/11/2002		10%
A-19		Forum at Knightsbridge 4590 and 0000 Xxxxxxxxxxxxx Xxxx. Xxxxxxxx, XX 00000		2005		$	15,290,522		01/07/2002		10%
A-20		Intentionally Deleted		N/A		N/A			N/A		N/A
A-21		Forum at Lincoln Heights 000 Xxxx Xxxxxxxxxx Xxxx Xxx Xxxxxxx, XX 00000		2005		$	12,559,927		01/11/2002		10%
A-22		Forum at Woodlands 0000 X Xxxxxxx Xxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000		2005		$	13,072,902		01/11/2002		10%
A-23		Morningside of Charlottesville 000 Xxxxxxxxx Xxxxx Xxxxxxxxxxxxxxx, XX 00000		2006		$	3,016,125		11/19/2004		9%
A-24		HeartFields at Fredericksburg 00 XxxxxXxxxxx Xxxx Xxxxxxxxxxxxxx, XX 00000		2005		$	3,654,848		10/25/2002		10%
A-25		Intentionally Deleted		N/A		N/A			N/A		N/A
A-26		Morningside of Newport News 000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx, XX 00000		2006		$	3,226,806		11/19/2004		9%
X-00		Xxxxxxxxxx - Xxxxxxxxxx Assisted Living 00000 Xxxxx Xxxx Xxxxxxxxxx Xxxx Xxxxxx, XX 00000		2009		N/A			01/04/2008		8%