Sixth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of January 1, 2018, among certain subsidiaries of the Company, as Landlord, and certain subsidiaries of Five Star Senior Living Inc., as Tenant

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of January 1, 2018 by and among each of the parties identified on the signature page hereof as a landlord (collectively, “Landlord”) and each of the parties identified on the signature page hereof as a tenant (jointly and severally, “Tenant”).

WHEREAS, pursuant to that certain Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 4, 2009, as amended by that certain First Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of October 1, 2009, that certain Partial Termination of and Second Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of May 1, 2011, that certain Third Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of June 20, 2011, that certain Fourth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of August 31, 2012, and that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4), dated as of July 10, 2014 (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, pursuant to that certain Fifth Amendment to Amended and Restated Master Lease Agreement (Lease No. 4) identified above (the “Fifth Amendment”), Tenant exercised its right to extend the Term of the Lease from April 30, 2017 to April 30, 2032; and

WHEREAS, in connection with the Fifth Amendment, Landlord and Tenant each intended that, commencing on January 1, 2018, Tenant would pay Additional Rent for the New Seasons Properties in lieu of certain periodic adjustments in Minimum Rent for the New Seasons Properties; and

WHEREAS, on June 1, 2015, the financing secured by the Bronco Financed Property known as McCarthy Court I and having an address at 1321 McCarthy Blvd, New Bern, North Carolina 28562 (the “McCarthy Court I Financed Property”) was repaid in full, and, pursuant to Section 23.18 of the Lease, the McCarthy Court I Financed Property was automatically added to and demised under the Lease, and, pursuant to Section 21.6 of the Bronco Financed Lease for the McCarthy Court Financed Property (the “McCarthy Court I Financed Lease”), the term of the McCarthy Court Financed Lease was automatically terminated; and

WHEREAS, Landlord and Tenant wish to amend the Lease to document (a) their intention that Tenant pay Additional Rent for the New Seasons Properties in lieu of annual periodic adjustments in Minimum Rent and (b) the addition of the McCarthy Court I Financed Property to the Lease;

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 as follows:

1.    McCarthy Court I Financed Property. As of June 1, 2015, the financing securing the McCarthy Court I Financed Property was repaid in full and the McCarthy Court I Financed Property has been added to and demised under the Lease, such that SNH/LTA SE McCarthy New Bern LLC became a Landlord under the Lease and FVE SE McCarthy New Bern LLC became a Tenant under the Lease.

2.    Additional Rent Properties. The defined term “Additional Rent Properties” set forth in Section 1.4 of the Lease is deleted in its entirety and replaced with “Intentionally Deleted”. Each reference in the Lease to the “Additional Rent Properties” is deleted and replaced with a reference to the “Leased Property”, and each reference in the Lease to an “Additional Rent Property” is deleted and replaced with a reference to a “Property”.

3.    Fair Market Rental. The defined term “Fair Market Rental” set forth in Section 1.37 of the Lease is deleted in its entirety and replaced with “Intentionally Deleted”.

4.    New Seasons Properties. The defined term “New Seasons Properties” set forth in Section 1.69 of the Lease is deleted in its entirety and replaced with “Intentionally Deleted”.     

5.    Overdue Rate. The defined term “Overdue Rate” set forth in Section 1.74 of the Lease is deleted in its entirety and replaced with the following:

“Overdue Rate” shall mean, on any date, a per annum rate of interest equal to the lesser of fifteen percent (15%) and the maximum rate then permitted under Applicable Laws.

6.    Extended Terms. The second sentence of the second paragraph of Section 2.4 of the Lease is deleted in its entirety and replaced with the following:

All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term, except that Tenant shall have no right to extend the Term beyond April 30, 2062.

7.    Periodic Adjustments of Minimum Rent. Section 3.1.1(e) of the Lease is deleted in its entirety.

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

9.    Exhibit A. Exhibit A to the Lease is amended by deleting Exhibit A-5 attached thereto in its entirety and replacing it with Exhibit A-5 attached hereto.

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

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