CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS
Exhibit 99.2
CONFIRMATION OF GUARANTEES AND
CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS
THIS CONFIRMATION OF GUARANTEES AND CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENTS (this “Confirmation”) is made and entered into as of August 1, 2010 by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (“Guarantor”), each of the parties identified on the signature page hereof as a tenant (jointly and severally, “Tenant”), each of the parties identified on the signature page hereof as a subtenant (jointly and severally, “Subtenants”) and each of the parties identified on the signature page hereof as a landlord (collectively, “Landlord”).
W I T N E S S E T H :
WHEREAS, pursuant to the terms of that certain Amended and Restated Master Lease Agreement (Lease No. 2), dated as of August 4, 2009 (as the same may be amended, restated or otherwise modified from time to time, the “Amended Lease No. 2”), Landlord leases to Tenant, and Tenant leases from Landlord, certain property, all as more particularly described in Amended Lease No. 2; and
WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 2 are guaranteed by that certain Amended and Restated Guaranty Agreement (Lease No. 2), dated as of August 4, 2009, made by Guarantor for the benefit of Landlord (as the same may be amended, restated or otherwise modified from time to time, the “Guaranty”) and that certain Amended and Restated Subtenant Guaranty Agreement (Lease No. 2), dated as of August 4, 2009, made by Subtenants for the benefit of Landlord (as the same may be amended, restated or otherwise modified from time to time, the “Subtenant Guaranty”; and, together with Guaranty, collectively, the “Guaranty”); and
WHEREAS, the payment and performance of all of the obligations of Tenant with respect to Amended Lease No. 2 are further secured by (i) that certain Amended and Restated Subtenant Security Agreement (Lease No. 2), dated as of August 4, 2009, by and among Subtenants and Landlord (as the same may be amended, restated or otherwise modified or confirmed from time to time, the “Subtenant Security Agreement”); and (ii) that certain Amended and Restated Security Agreement (Lease No. 2), dated as of August 4, 2009, by and among Tenant and Landlord (as the same may be amended, restated or otherwise modified or confirmed from time to time, the “Tenant Security Agreement”; and together with the Subtenant Security Agreement, collectively, the “Security Agreements”); and
WHEREAS, pursuant to that certain Partial Termination of and Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 2), dated as of the date hereof (the “Second Amendment”), Amended Lease No. 2 is being partially terminated and amended to reflect the sale of the following properties: (i) the Xxxxxxxxx Care Center located at 000 Xxxxx Xxxxxxxxx, Xxxxxxxxx, Nebraska and more particularly described on Exhibit A-30 to Amended Lease No. 2 (the “Xxxxxxxxx Property”), (ii) the Exeter Care Center located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx and more particularly described on Exhibit A-32 to Amended Lease No. 2 (the “Exeter Property”) and (iii) Xxxxx Valley Manor located at 0000 Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx and more particularly described on Exhibit A-34 to Amended Lease No. 2 (the “Xxxxx Valley Manor Property” and, together with the Xxxxxxxxx Property and the Exeter Property, collectively, the “Nebraska Sale Properties”)all as more particularly described in the Second Amendment; and
WHEREAS, in connection with the partial termination of Amended Lease No. 2 with respect to the Nebraska Properties pursuant to the Second Amendment, (i) Five Star Quality Care Trust and Five Star Quality Care-NE, Inc. are entering into that certain Amended and Restated Sublease Agreement to reflect (among other things) the termination of their sublease with respect to the Exeter Property and (ii) Five Star Quality Care Trust and Five Star Quality Care-NE, LLC are entering into that certain Amended and Restated Sublease Agreement to reflect the termination of their sublease with respect to the Xxxxxxxxx Property and the Xxxxx Valley Manor Property; and
WHEREAS, in connection with the foregoing, and as a condition precedent to the execution of the Second Amendment by Landlord, Landlord has required that the parties hereto confirm that the Guarantees and the Security Agreements remain in full force and effect and apply to Amended Lease No. 2 as amended by the Second Amendment;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree, effective as of the date hereof, as follows:
1. Amendment of Subtenant Security Agreement. The Subtenant Security Agreement is hereby amended by (a) replacing Exhibit A attached thereto with Exhibit A attached hereto; (b) replacing Schedule 1 attached thereto with Schedule 1 attached hereto; (c) and replacing Schedule 2 attached thereto with Schedule 2 attached hereto.
2. Amendment of Tenant Security Agreement. The Tenant Security Agreement is hereby amended by replacing Schedule 2 attached thereto with Schedule 3 attached hereto.
3. Confirmation of Guarantees and Security Agreements. Each of the parties to the Guarantees and the Security Agreements hereby confirms that all references in the Guarantees and the Security Agreements to “Amended Lease No. 2” shall refer to Amended Lease No. 2 as amended by the Second Amendment, and the Guarantees and the Security Agreements, as amended and confirmed hereby, are hereby ratified and confirmed in all respects.
4. No Impairment, Etc. The obligations, covenants, agreements and duties of the parties under the Guarantees and Security Agreements shall not be impaired in any manner by the execution and delivery of the Second Amendment, and in no event shall any ratification or confirmation of such Guarantees or such Security Agreements, or the obligations, covenants, agreements and the duties of the parties under the Guarantees or the Security Agreements, including, without limitation, this Confirmation, be required in connection with any such amendment, change or modification.
[Signatures on following pages.]
IN WITNESS WHEREOF, the parties hereto have caused this Confirmation to be duly executed as a sealed instrument as of the date first above written.
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GUARANTOR: |
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FIVE STAR QUALITY CARE, INC. |
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By: |
/s/ Xxxx X. Xxxxxxxx |
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Xxxx X. Xxxxxxxx |
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Treasurer |
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TENANT: |
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FIVE STAR QUALITY CARE TRUST, |
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FS TENANT HOLDING COMPANY TRUST, |
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FS COMMONWEALTH LLC, and |
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FS PATRIOT LLC |
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By: |
/s/ Xxxx X. Xxxxxxxx |
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Xxxx X. Xxxxxxxx |
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Treasurer of each of the foregoing entities |
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SUBTENANTS: |
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FIVE STAR QUALITY CARE-CA II, LLC, |
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FIVE STAR QUALITY CARE-COLORADO, LLC, |
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FIVE STAR QUALITY CARE-GA, LLC, |
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FIVE STAR QUALITY CARE-GHV, LLC, |
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FIVE STAR QUALITY CARE-IA, LLC, |
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FIVE STAR QUALITY CARE-IN, LLC, |
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FIVE STAR QUALITY CARE-KS, LLC, |
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FIVE STAR QUALITY CARE-MD, LLC, |
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FIVE STAR QUALITY CARE-MO, LLC, |
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FIVE STAR QUALITY CARE-NE, INC., |
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FIVE STAR QUALITY CARE-NE, LLC, |
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FIVE STAR QUALITY CARE-TX, LLC, |
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FIVE STAR QUALITY CARE-WI, LLC, |
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FS LAFAYETTE TENANT TRUST, |
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FS LEISURE PARK TENANT TRUST, |
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FS LEXINGTON TENANT TRUST, |
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FS TENANT POOL I TRUST, |
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FS TENANT POOL II TRUST, |
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FS TENANT POOL III TRUST, |
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FS TENANT POOL IV TRUST, and |
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FSQC-AL, LLC |
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By: |
/s/ Xxxx X. Xxxxxxxx |
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Xxxx X. Xxxxxxxx |
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Treasurer of each of the foregoing entities |
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MORNINGSIDE OF XXXXXXXX, X.X., and MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP |
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By: |
LifeTrust America, Inc., |
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General Partner of each of the foregoing entities |
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By: |
/s/ Xxxx X. Xxxxxxxx |
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Xxxx X. Xxxxxxxx |
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Treasurer of both of the foregoing entities |
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LANDLORD: |
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CCC FINANCING I TRUST, |
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CCC INVESTMENTS I, L.L.C., |
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CCC OF KENTUCKY TRUST, |
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CCC PUEBLO NORTE TRUST, |
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CCDE SENIOR LIVING LLC, |
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CCOP SENIOR LIVING LLC, |
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HRES1 PROPERTIES TRUST, |
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O.F.C. CORPORATION, |
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SNH CHS PROPERTIES TRUST, |
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SNH SOMERFORD PROPERTIES TRUST, |
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SNH/LTA PROPERTIES GA LLC, |
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SNH/LTA PROPERTIES TRUST, |
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SPTIHS PROPERTIES TRUST, and |
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SPTMNR PROPERTIES TRUST |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President of each of the foregoing entities |
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LEISURE PARK VENTURE LIMITED PARTNERSHIP |
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CCC Leisure Park Corporation, |
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its General Partner |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
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CCC RETIREMENT COMMUNITIES II, L.P. |
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Crestline Ventures LLC, |
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its General Partner |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
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CCC FINANCING LIMITED, L.P. |
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By: |
CCC Retirement Trust, |
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its General Partner |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
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EXHIBIT A
REPLACEMENT
EXHIBIT A
FOR SUBTENANT SECURITY AGREEMENT
(See attached copy.)
EXHIBIT A
SUBLEASES
1. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-Colorado, LLC, Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
2. Sublease Agreement, dated December 31, 2001, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-KS, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated March 1, 2004 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
3. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Leisure Park Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
4. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust,
and FS Lafayette Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
5. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Lexington Tenant Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
6. Sublease Agreement, dated January 11, 2002, by and between FS Tenant Holding Company Trust, a Maryland business trust, and FS Tenant Pool IV Trust, a Maryland business trust, as amended by that certain Letter Agreement dated June 30, 2008 by and among FS Tenant Holding Company Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among FS Tenant Holding Company Trust, as sublandlord and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
7. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Xxxxxxxx, X.X., a Delaware limited partnership, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
8. Sublease Agreement, dated November 19, 2004, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Morningside of Athens, Limited Partnership, a Delaware limited partnership, as subtenant,
as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
9. Sublease Agreement, dated May 6, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-CA II, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
10. Sublease Agreement, dated October 31, 2005, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GHV, LLC, a Maryland limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
11. Second Amended and Restated Sublease Agreement, dated November 1, 2006, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-GA, LLC, a Delaware limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
12. Sublease Agreement, dated February 7, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as
sublandlord, and Five Star Quality Care-TX, LLC, a Maryland limited liability company, as subtenant, as amended by that certain Letter Agreement dated June 30, 2008 by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
13. Sublease Agreement, dated August 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and FSQC-AL, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
14. Sublease Agreement, dated November 1, 2008, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-IN, LLC, as subtenant, as further amended by that certain Letter Agreement dated as of August 4, 2009, by and among Five Star Quality Care Trust, as sublandlord, and Certain Affiliates of Five Star Quality Care, Inc., as subtenants.
15. 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.
16. Second Amended and Restated Sublease Agreement, dated as of August 4, 2009, by and between Five Star Quality Care Trust, a Maryland business trust, as sublandlord, and Five Star Quality Care-WI, LLC, a Delaware limited liability company, as subtenant.
17. 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.
18. 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.
19. 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.
20. Amended and Restated Sublease Agreement, dated August 1, 2010, but effective as of October 1, 2009, 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.
21. Amended and Restated Sublease Agreement, dated August 1, 2010, 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.
22. Amended and Restated Sublease Agreement, dated August 1, 2010, 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.
SCHEDULE 1
REPLACEMENT
SCHEDULE 1
FOR SUBTENANT SECURITY AGREEMENT
(See attached copy.)
SCHEDULE 1
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Subtenant Name, Organizational Structure |
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Chief Executive Office & |
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Other |
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Five Star Quality Care-CA II, LLC, a Delaware limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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Five Star Quality Care-Colorado, LLC, a Delaware limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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SHOPCO-Colorado, LLC |
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Five Star Quality Care-GA, LLC, a Delaware limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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SHOPCO-GA, LLC |
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Five Star Quality Care-GHV, LLC, a Maryland limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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Five Star Quality Care-IA, LLC, a Delaware limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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SHOPCO-IA, LLC |
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Five Star Quality Care-IN, LLC, a Maryland limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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Five Star Quality Care-KS, LLC, a Delaware limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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SHOPCO-KS, LLC |
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Five Star Quality Care-MD, LLC, a Delaware limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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Five Star Quality Care-NE, Inc., a Delaware corporation No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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SHOPCO-NE, Inc. |
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Five Star Quality Care-NE, LLC, a Delaware limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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SHOPCO-NE, LLC |
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Five Star Quality Care-TX, LLC, a Maryland limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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Five Star Quality Care-WI, LLC, a Delaware limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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SHOPCO-WI, LLC |
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FS Lafayette Tenant Trust, a Maryland business trust No: MD B06518989 |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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FS Leisure Park Tenant Trust, a Maryland business trust No: MD B06547053 |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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FS Lexington Tenant Trust, a Maryland business trust No: MD B06519029 |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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FS Tenant Pool I Trust, a Maryland business trust No: MD B06519011 |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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FS Tenant Pool II Trust, a Maryland business trust No: MD B06518146 |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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FS Tenant Pool III Trust, a Maryland business trust No: MD B06519037 |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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Subtenant Name, Organizational Structure |
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Chief Executive Office & |
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Other |
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FS Tenant Pool IV Trust, a Maryland business trust No: MD B06519045 |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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FSQC-AL, LLC, a Maryland limited liability company No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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Morningside of Xxxxxxxx, X.X., a Delaware limited partnership No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
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Morningside of Athens, Limited Partnership, a Delaware limited partnership No. |
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000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
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None. |
SCHEDULE 2
REPLACEMENT SCHEDULE 2
FOR SUBTENANT SECURITY AGREEMENT
(See attached copy.)
SCHEDULE 2
The Facilities
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Facility |
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Subtenant |
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ALABAMA: |
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ASHTON GABLES IN RIVERCHASE 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 |
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FSQC-AL, LLC |
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LAKEVIEW ESTATES 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxx 00000 |
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FSQC-AL, LLC |
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ARIZONA: |
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THE FORUM AT PUEBLO NORTE 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
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FS Tenant Pool II Trust |
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CALIFORNIA: |
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LA SALETTE HEALTH AND REHABILITATION CENTER 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx 00000 |
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Five Star Quality Care-CA II, LLC |
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THOUSAND OAKS HEALTHCARE CENTER 93 W. Avenida de Los Arboles Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 |
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Five Star Quality Care-CA II, LLC |
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COLORADO: |
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SKYLINE RIDGE NURSING & REHABLITATION CENTER 000 Xxxxxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-Colorado, LLC |
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SPRINGS VILLAGE CARE CENTER 000 Xxxx Xxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-Colorado, LLC |
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WILLOW TREE CARE CENTER 0000 Xxxxx Xxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-Colorado, LLC |
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CEDARS HEALTHCARE CENTER 0000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-Colorado, LLC |
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State |
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Facility |
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Subtenant |
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DELAWARE: |
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MILLCROFT 000 Xxxxxx Xxxx Xxxx Xxxxxx, Xxxxxxxx 00000 |
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FS Tenant Pool I Trust |
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XXXXXXX MANOR 0000 Xxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 |
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FS Tenant Pool II Trust |
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XXXXX MANOR SOUTH 000 Xxxxx Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 |
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FS Tenant Pool IV Trust |
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XXXXXXX MANOR 0000 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
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FS Tenant Pool I Trust |
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FLORIDA: |
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FORUM AT DEER CREEK 0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx Xxxxx, Xxxxxxx 00000 |
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FS Tenant Pool III Trust |
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SPRINGWOOD COURT 00000 Xxxxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000 |
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FS Tenant Pool IV Trust |
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FOUNTAINVIEW 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xxxx Xxxxx, Xxxxxxx 00000 |
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FS Tenant Pool II Trust |
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GEORGIA: |
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MORNINGSIDE OF ATHENS 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx, Xxxxxxx 00000 |
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Morningside of Athens, Limited Partnership |
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SENIOR LIVING OF XXXXX VIEW 0000 Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx 00000 |
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Five Star Quality Care-GA, LLC |
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INDIANA: |
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MEADOWOOD RETIREMENT COMMUNITY 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000 |
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Five Star Quality Care-IN, LLC |
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State |
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Facility |
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Subtenant |
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IOWA: |
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PACIFIC PLACE 00000 Xxxx Xxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 |
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Five Star Quality Care-IA, LLC |
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WEST BRIDGE CARE & REHABILITATION 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 |
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Five Star Quality Care-IA, LLC |
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KANSAS: |
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WOODHAVEN CARE CENTER 000 X. 0xx Xxxxxx Xxxxxxxxx, Xxxxxx 00000 |
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Five Star Quality Care-KS, LLC |
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KENTUCKY: |
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LAFAYETTE AT COUNTRY PLACE 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000 |
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FS Lafayette Tenant Trust |
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LEXINGTON AT COUNTRY PLACE 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000 |
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FS Lexington Tenant Trust |
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MARYLAND: |
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HEARTFIELDS AT BOWIE 0000 Xxxxxx Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-MD, LLC |
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HEARTFIELDS AT XXXXXXXXX 0000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-MD, LLC |
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NEBRASKA: |
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MORYS HAVEN 0000 00xx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-NE, Inc. |
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WEDGEWOOD CARE CENTER 000 Xxxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-NE, LLC |
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CRESTVIEW HEALTH CARE CENTER 0000 Xxxx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-NE, LLC |
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UTICA COMMUNITY CARE CENTER 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 |
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Five Star Quality Care-NE, Inc. |
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State |
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Facility |
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Subtenant |
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NEW JERSEY: |
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LEISURE PARK 0000 Xxxxx 00 Xxxxxxxx, Xxx Xxxxxx 00000 |
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FS Leisure Park Tenant Trust |
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PENNSYLVANIA: |
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FRANCISCAN MANOR 00 Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxxxxxx 00000 |
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Five Star Quality Care-GHV, LLC |
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MOUNT XXXXXX OF XXXXXXXXX 000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 |
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Five Star Quality Care-GHV, LLC |
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OVERLOOK GREEN 0000 Xxxxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 |
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Five Star Quality Care-GHV, LLC |
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SOUTH CAROLINA: |
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MORNINGSIDE OF XXXXXXXX 0000 XxXxxx Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx 00000 |
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Morningside of Xxxxxxxx, X.X. |
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MYRTLE BEACH MANOR 0000 Xxxxxxx 00 Xxxxx Xxxxxx Xxxxx, Xxxxx Xxxxxxxx 00000 |
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FS Tenant Pool I Trust |
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TEXAS: |
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HERITAGE PLACE AT BOERNE 000 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxx 00000 |
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Five Star Quality Care-TX, LLC |
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FORUM AT PARK LANE 0000 Xxxx Xxxx Xxxxxx, Xxxxx 00000 |
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FS Tenant Pool III Trust |
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HERITAGE PLACE AT FREDERICKSBURG 00 Xxxxxxxxx Xxxx Xxxxxxxxxxxxxx, Xxxxx 00000 |
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Five Star Quality Care-TX, LLC |
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State |
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Facility |
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Subtenant |
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WISCONSIN:
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GREENTREE HEALTH & REHABILITATION CENTER 00 Xxxxxxxxx Xxxx Xxxxxxxxxxxx, Xxxxxxxxx 00000 |
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Five Star Quality Care-WI, LLC |
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PINE MANOR HEALTH CARE CENTER Village of Embarrass 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxx 00000 |
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Five Star Quality Care-WI, LLC |
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MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/XXXXXXXX XXXXX-OAK CREEK ASSISTED LIVING 000 Xxxx Xxxxxxxxx Xxxxx and 000 Xxxx Xxxxx Xxxx Xxx Xxxxx, Xxxxxxxxx 00000 |
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Five Star Quality Care-WI, LLC |
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RIVER HILLS WEST HEALTHCARE CENTER 000 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxx 00000 |
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Five Star Quality Care-WI, LLC |
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THE VIRGINIA HEALTH & REHABILITATION CENTER 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxx 00000 |
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Five Star Quality Care-WI, LLC |
SCHEDULE 3
REPLACEMENT SCHEDULE 2
FOR TENANT SECURITY AGREEMENT
(See attached copy.)
SCHEDULE 2
THE FACILITIES
ALABAMA:
ASHTON GABLES IN RIVERCHASE
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
LAKEVIEW ESTATES
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
ARIZONA:
THE FORUM AT PUEBLO NORTE
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
CALIFORNIA:
LA SALETTE HEALTH AND REHABILITATION CENTER
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
THOUSAND OAKS HEALTHCARE CENTER
93 W. Avenida de Los Arboles
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
COLORADO:
SKYLINE RIDGE NURSING & REHABLITATION CENTER
000 Xxxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxx 00000
SPRINGS VILLAGE CARE CENTER
000 Xxxx Xxx Xxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
WILLOW TREE CARE CENTER
0000 Xxxxx Xxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
CEDARS HEALTHCARE CENTER
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
DELAWARE:
MILLCROFT
000 Xxxxxx Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
XXXXXXX MANOR
0000 Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
XXXXX MANOR SOUTH
000 Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
XXXXXXX MANOR
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
FLORIDA:
FORUM AT DEER CREEK
0000 Xxxx Xxxxx Xxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
SPRINGWOOD COURT
00000 Xxxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
FOUNTAINVIEW
000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
GEORGIA:
MORNINGSIDE OF ATHENS
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
SENIOR LIVING OF XXXXX VIEW
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
INDIANA:
MEADOWOOD RETIREMENT COMMUNITY
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
IOWA:
PACIFIC PLACE
00000 Xxxx Xxxxxx
Xxxxxxx Xxxxxxxx, Xxxx 00000
WEST BRIDGE CARE & REHABILITATION
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
KANSAS:
WOODHAVEN CARE CENTER
000 X. 0xx Xxxxxx
Xxxxxxxxx, Xxxxxx 00000
KENTUCKY:
LAFAYETTE AT COUNTRY PLACE
000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
LEXINGTON AT COUNTRY PLACE
000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
MARYLAND:
HEARTFIELDS AT BOWIE
0000 Xxxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxxx 00000
HEARTFIELDS AT XXXXXXXXX
0000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
MASSACHUSETTS:
BRAINTREE REHABILITATION HOSPITAL
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
NEW ENGLAND REHABILITATION HOSPITAL
0 Xxxxxxxxxxxxxx Xxx
Xxxxxx, Xxxxxxxxxxxxx 00000
NEBRASKA:
MORYS HAVEN
0000 00xx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
WEDGEWOOD CARE CENTER
000 Xxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
CRESTVIEW HEALTH CARE CENTER
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
UTICA COMMUNITY CARE CENTER
0000 Xxxxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
NEW JERSEY:
LEISURE PARK
0000 Xxxxx 00
Xxxxxxxx, Xxx Xxxxxx 00000
PENNSYLVANIA:
FRANCISCAN MANOR
00 Xxxxxxxxxx Xxxx
Xxxxxxxxx Xxxxxxxx, Xxxxxx Falls, Pennsylvania 15010
MOUNT XXXXXX OF XXXXXXXXX
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
OVERLOOK GREEN
0000 Xxxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
SOUTH CAROLINA:
MORNINGSIDE OF XXXXXXXX
0000 XxXxxx Xxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
MYRTLE BEACH MANOR
0000 Xxxxxxx 00 Xxxxx
Xxxxxx Xxxxx, Xxxxx Xxxxxxxx 00000
TEXAS:
HERITAGE PLACE AT BOERNE
000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
FORUM AT PARK LANE
0000 Xxxx Xxxx
Xxxxxx, Xxxxx 00000
HERITAGE PLACE AT FREDERICKSBURG
00 Xxxxxxxxx Xxxx
Xxxxxxxxxxxxxx, Xxxxx 00000
WISCONSIN:
GREENTREE HEALTH & REHABILITATION CENTER
00 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxx 00000
PINE MANOR HEALTH CARE CENTER
Village of Embarrass
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxx 00000
MANORPOINTE-OAK CREEK INDEPENDENT SENIOR APARTMENTS AND MEADOWMERE/XXXXXXXX XXXXX-OAK CREEK ASSISTED LIVING
000 Xxxx Xxxxxxxxx Xxxxx and 000 Xxxx Xxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxx 00000
RIVER HILLS WEST HEALTHCARE CENTER
000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxx 00000
THE VIRGINIA HEALTH & REHABILITATION CENTER
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxx 00000
