Common use of GRANTORS Clause in Contracts

GRANTORS. TOYS “R” US-DELAWARE, INC., as the Borrower and as a Grantor By: Name: Title: XXXXXXXX, LLC, as a Grantor By: Name: Title: XXXXXXXX INTERNATIONAL, LLC, as a Grantor By: Name: Title: XXXXXXXX HOLDINGS, LLC, as a Grantor By: TOYS “R” US-DELAWARE, INC., its Managing Member By: Name: Title: TRU-SVC, LLC, as a Grantor By: Name: Title: TOYS ACQUISITION, LLC, as a Grantor By: Name: Title: TRU OF PUERTO RICO, INC., as a Grantor By: Name: Title: ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: Name: Title: Exhibit A License Agreements Exhibit B United States Proprietary Marks Schedule 3.2 Item Grantor Filing Requirement Filing Office Schedule 3.4 Bailees, Warehousemen and Third Parties Bailees/Warehousemen Address Loan Party Inventory > $20.0 million Schedule 3.7 Certain Commercial Tort Claims None. [FORM] SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August , 2010 among TOYS “R” US-DELAWARE, INC., as Borrower, and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent,, XXXXXXX XXXXX CREDIT PARTNERS L.P. and JPMORGAN CHASE BANK, N.A. as Syndication Agents, The Lenders Party Hereto, CREDIT SUISSE SECURITIES (USA) LLC and XXXXX FARGO BANK, N.A., as Documentation Agents, BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC. and XXXXXXX XXXXX LENDING PARTNERS LLC, as Joint Lead Arrangers, and BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC., XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS LENDING PARTNERS LLC CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC., as Joint Bookrunning Managers August , 2010

GRANTORS. TOYS “R” US-DELAWAREALTRA INDUSTRIAL MOTION, INC., as the Borrower and a Delaware corporation, as a Grantor Grantor, WARNER ELECTRIC LLC, a Delaware limited liability company, as a Grantor, XXXXXX MANUFACTURING CORPORATION, a Delaware corporation, as a Grantor, WARNER ELECTRIC TECHNOLOGY LLC, a Delaware limited liability company, as a Grantor, FORMSPRAG LLC, a Delaware limited liability company, as a Grantor, BOSTON GEAR LLC, a Delaware limited liability company, as a Grantor, XXXXXXX GEAR LLC, a Delaware limited liability company, as a Grantor, THE XXXXXX COMPANY INC., a Delaware corporation, as a Grantor, WARNER ELECTRIC INTERNATIONAL HOLDING, INC., a Delaware corporation, as a Grantor, AMERICAN ENTERPRISES MPT CORP., a Delaware corporation, as a Grantor, and By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: XXXXXXXXChief Executive Officer AMERIDRIVES INTERNATIONAL, LLCL.P., a Delaware limited partnership, as a Grantor By: American Enterprises MPT Corp., its general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: XXXXXXXX INTERNATIONALChief Executive Officer AMERICAN ENTERPRISES MPT HOLDINGS, LLCL.P., a Delaware limited partnership, as a Grantor By: Altra Industrial Motion, Inc., its general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: XXXXXXXX HOLDINGS, LLC, as a Grantor By: TOYS “R” US-DELAWARE, INC., its Managing Member By: Name: Title: TRU-SVC, LLC, as a Grantor By: Name: Title: TOYS ACQUISITION, LLC, as a Grantor By: Name: Title: TRU OF PUERTO RICO, INC., as a Grantor By: Name: Title: ADMINISTRATIVE Chief Executive Officer COLLATERAL AGENT: THE BANK OF AMERICA, N.A. By: Name: Title: Exhibit A License Agreements Exhibit B United States Proprietary Marks Schedule 3.2 Item Grantor Filing Requirement Filing Office Schedule 3.4 Bailees, Warehousemen and Third Parties Bailees/Warehousemen Address Loan Party Inventory > $20.0 million Schedule 3.7 Certain Commercial Tort Claims None. [FORM] SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August , 2010 among TOYS “R” US-DELAWARE, INC., as Borrower, and BANK OF AMERICANEW YORK TRUST COMPANY, N.A., as Administrative Collateral Agent and as Collateral Agent,, XXXXXXX XXXXX CREDIT PARTNERS L.P. and JPMORGAN CHASE BANK, N.A. as Syndication Agents, The Lenders Party Hereto, CREDIT SUISSE SECURITIES (USABy: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President SCHEDULE 1 COPYRIGHTS Schedule 1(a) LLC and XXXXX FARGO BANK, N.A., as Documentation Agents, BANC Grantor Country Copyright Registration No. Registration Date Schedule 1(b) SCHEDULE 2 INTELLECTUAL PROPERTY LICENSES SCHEDULE 3 PATENTS Schedule 3(a) Grantor Country Patent Registration No. Registration Date Schedule 3(b) SCHEDULE 4 PLEDGED COMPANIES Name of Pledgor Name of Pledged Company Number of Shares/Units Class of Interests Percentage of Class Owned Certificate Nos. SCHEDULE 5 TRADEMARKS Schedule 5(a) Grantor Country Xxxx Application/ Registration No. App/Reg Date Schedule 5(b) SCHEDULE 6 COMMERCIAL TORT CLAIMS [include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code] SCHEDULE 7 OWNED REAL PROPERTY SCHEDULE 8 LIST OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC. and XXXXXXX XXXXX LENDING PARTNERS LLC, as Joint Lead Arrangers, and BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC., XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS LENDING PARTNERS LLC CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC., as Joint Bookrunning Managers August , 2010UNIFORM COMMERCIAL CODE FILING JURISDICTIONS Grantor Jurisdictions

GRANTORS. TOYS “R” US-DELAWARE, INC., as the Borrower and as a Grantor BREITBURN OPERATING LP By: BREITBURN OPERATING GP LLC, its general partner By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: XXXXXXXXExecutive Vice President and Chief Financial Officer BREITBURN ENERGY PARTNERS LP By: BREITBURN OPERATING GP LLC, its general partner By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer BREITBURN GP LLC BREITBURN OPERATING GP LLC By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer BREITBURN MANAGEMENT COMPANY LLC By: BREITBURN ENERGY PARTNERS LP, its sole member By: BREITBURN OPERATING GP LLC, its general partner By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer BREITBURN FLORIDA LLC BREITBURN OKLAHOMA LLC BREITBURN SXXXXXXX LLC (formerly Breitburn Fxxxxx LLC) BREITBURN TRANSPETCO GP LLC BREITBURN TRANSPETCO LP LLC By: BREITBURN OPERATING LP, its sole member By: BREITBURN OPERATING GP LLC, its general partner By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer TRANSPETCO PIPELINE COMPANY, L.P. By: BREITBURN TRANSPETCO GP LLC, its general partner By: BREITBURN OPERATING LP, its sole member By: BREITBURN OPERATING GP LLC, its general partner By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer By: BREITBURN OPERATING LP, its general partner By: BREITBURN OPERATING GP LLC, its general partner By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer Signature Page to the Intercreditor Agreement BREITBURN FINANCE CORPORATION BEAVER CREEK PIPELINE, L.L.C. ALAMITOS COMPANY PHOENIX PRODUCTION COMPANY GTG PIPELINE LLC MERCURY MICHIGAN COMPANY, LLC TERRA ENERGY COMPANY LLC TERRA PIPELINE COMPANY LLC By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Chief Financial Officer QR ENERGY, LP By: QRE GP, LLC, as a Grantor its general partner By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Chief Financial Officer QRE GP, LLC By: BREITBURN GP LLC, its manager By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: XXXXXXXX INTERNATIONALChief Financial Officer QRE OPERATING, LLC By: QR ENERGY, LP, its sole member By: QRE GP, LLC, as a Grantor By: its general partner By /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: XXXXXXXX HOLDINGS, LLC, as a Grantor By: TOYS “R” US-DELAWARE, INC., its Managing Member By: Name: Title: TRU-SVC, LLC, as a Grantor By: Name: Title: TOYS ACQUISITION, LLC, as a Grantor By: Name: Title: TRU OF PUERTO RICO, INC., as a Grantor By: Name: Title: ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: Name: Title: Exhibit A License Agreements Exhibit B United States Proprietary Marks Schedule 3.2 Item Grantor Filing Requirement Filing Office Schedule 3.4 Bailees, Warehousemen and Third Parties Bailees/Warehousemen Address Loan Party Inventory > $20.0 million Schedule 3.7 Certain Commercial Tort Claims None. [FORM] SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August , 2010 among TOYS “R” US-DELAWARE, INC., as Borrower, and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent,, XXXXXXX XXXXX CREDIT PARTNERS L.P. and JPMORGAN CHASE BANK, N.A. as Syndication Agents, The Lenders Party Hereto, CREDIT SUISSE SECURITIES (USA) LLC and XXXXX FARGO BANK, N.A., as Documentation Agents, BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC. and XXXXXXX XXXXX LENDING PARTNERS LLC, as Joint Lead Arrangers, and BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC., XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS LENDING PARTNERS LLC CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC., as Joint Bookrunning Managers August , 2010Chief Financial Officer

GRANTORS. TOYS “R” US-DELAWAREALTRA INDUSTRIAL MOTION, INC., a Delaware corporation, as the Borrower a Grantor, WARNER ELECTRIC LLC, a Delaware limited liability company, as a Grantor, XXXXXX MANUFACTURING CORPORATION, a Delaware corporation, as a Grantor, WARNER ELECTRIC TECHNOLOGY LLC, a Delaware limited liability company, as a Grantor, FORMSPRAG LLC, a Delaware limited liability company, as a Grantor, BOSTON GEAR LLC, a Delaware limited liability company, as a Grantor, XXXXXXX GEAR L L C, a Delaware limited liability company, as a Grantor, THE XXXXXX COMPANY, a Delaware corporation, as a Grantor, WARNER ELECTRIC INTERNATIONAL HOLDING, INC., a Delaware corporation, as a Grantor, AMERICAN ENTERPRISES MPT CORP., a Delaware corporation, as a Grantor, and By: Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer AMERIDRIVES INTERNATIONAL, L.P., a Delaware limited partnership, as a Grantor By: American Enterprises MPT Corp., its general partner By: Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer AMERICAN ENTERPRISES MPT HOLDINGS, L.P., a Delaware limited partnership, as a Grantor By: Altra Industrial Motion, Inc., its general partner By: Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer AGENT: XXXXX FARGO FOOTHILL, INC., a California corporation, as Agent By: Name: Title: XXXXXXXX, LLC, as a SCHEDULE 1 COPYRIGHTS Schedule 1(a) Grantor By: Name: Title: XXXXXXXX INTERNATIONAL, LLC, as a Country Copyright Registration No. Registration Date Schedule 1(b) SCHEDULE 2 INTELLECTUAL PROPERTY LICENSES SCHEDULE 3 PATENTS Schedule 3(a) Grantor By: Name: Title: XXXXXXXX HOLDINGS, LLC, as a Country Patent Registration No. Registration Date Schedule 3(b) SCHEDULE 4 PLEDGED COMPANIES Name of Pledgor Name of Pledged Company Number of Shares/Units Class of Interests Percentage of Class Owned Certificate Nos. SCHEDULE 5 TRADEMARKS Schedule 5(a) Grantor By: TOYS “R” USCountry Xxxx Application/ Registration No. App/Reg Date Schedule 5(b) SCHEDULE 6 COMMERCIAL TORT CLAIMS [include specific case caption or descriptions per Official Code Comment 5 to Section 9-DELAWARE, INC., its Managing Member By: Name: Title: TRU-SVC, LLC, as a 108 of the Code] SCHEDULE 7 OWNED REAL PROPERTY SCHEDULE 8 LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS Grantor By: Name: Title: TOYS ACQUISITION, LLC, as a Grantor By: Name: Title: TRU OF PUERTO RICO, INC., as a Grantor By: Name: Title: ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: Name: Title: Exhibit A License Agreements Exhibit B United States Proprietary Marks Schedule 3.2 Item Grantor Filing Requirement Filing Office Schedule 3.4 Bailees, Warehousemen and Third Parties Bailees/Warehousemen Address Loan Party Inventory > $20.0 million Schedule 3.7 Certain Commercial Tort Claims None. [FORM] SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August , 2010 among TOYS “R” US-DELAWARE, INC., as Borrower, and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent,, XXXXXXX XXXXX CREDIT PARTNERS L.P. and JPMORGAN CHASE BANK, N.A. as Syndication Agents, The Lenders Party Hereto, CREDIT SUISSE SECURITIES (USA) LLC and XXXXX FARGO BANK, N.A., as Documentation Agents, BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC. and XXXXXXX XXXXX LENDING PARTNERS LLC, as Joint Lead Arrangers, and BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC., XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS LENDING PARTNERS LLC CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC., as Joint Bookrunning Managers August , 2010Jurisdictions

GRANTORS. TOYS “R” USXxxxx’x Realty Partnership, a North Carolina general partnership Xxxxxxx’x Realty Partnership, a North Carolina general partnership Smithfield-DELAWAREXxxxxxx’x Farms, INC., as the Borrower and as a Grantor Virginia general partnership By: Name: Title: XXXXXXXXXxxxxx-Xxxxx, LLC, as a Grantor general partner of each By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: XXXXXXXX INTERNATIONALVice President IN WITNESS WHEREOF, the Grantors and the Collateral Agent have executed this Security Agreement as of the date first above written. GRANTORS: 814 Americas, Inc., a Delaware corporation Xxxxxx-Xxxxxxx Meats LLC, a Delaware limited liability company Farmland Distribution Inc., a Delaware corporation Farmland Foods, Inc., a Delaware corporation Xxxxxxxx Transportation Co., Inc., a Delaware corporation Xxxx Xxxxxxx & Co., a Delaware corporation LPC Transport, Inc., a Delaware corporation Xxxxxx Farms of Texhoma, Inc., an Oklahoma corporation Xxxxxx-Xxxxx LLC, a Delaware limited liability company North Side Foods Corp., a Delaware corporation Xxxxxxx Xxxxxx Incorporated, a Delaware corporation PC Express, Inc., a Delaware corporation Premium Standard Farms, LLC, as a Grantor Delaware limited liability company RMH Foods, Inc., a Delaware corporation The Smithfield Packing Company, Incorporated, a Delaware corporation Smithfield Purchase Corporation, a North Carolina corporation Smithfield Transportation Co., Inc., a Delaware corporation Stefano Foods, Inc., a North Carolina corporation Valleydale Transportation Company, Inc., a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: XXXXXXXX HOLDINGSVice President IN WITNESS WHEREOF, LLCthe Grantors and the Collateral Agent have executed this Security Agreement as of the date first above written. GRANTORS: Jonmor Investments, as Inc., a Grantor Delaware corporation Patcud Investments, Inc., a Delaware corporation SFFC, Inc., a Delaware corporation SF Investments, Inc., a Delaware corporation By: TOYS “R” US-DELAWARE/s/ Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx Title: President/Assistant Secretary/ Assistant Treasurer IN WITNESS WHEREOF, INC., its Managing Member the Grantors and the Collateral Agent have executed this Security Agreement as of the date first above written. U.S. BANK NATIONAL ASSOCIATION as Collateral Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: TRU-SVC, LLC, as Vice President ACKNOWLEDGEMENT AND CONSENT The undersigned hereby acknowledges receipt of a Grantor By: Name: Title: TOYS ACQUISITION, LLC, as a Grantor By: Name: Title: TRU OF PUERTO RICO, INC., as a Grantor By: Name: Title: ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: Name: Title: Exhibit A License Agreements Exhibit B United States Proprietary Marks Schedule 3.2 Item Grantor Filing Requirement Filing Office Schedule 3.4 Bailees, Warehousemen copy of the Pledge and Third Parties Bailees/Warehousemen Address Loan Party Inventory > $20.0 million Schedule 3.7 Certain Commercial Tort Claims None. [FORM] SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT Dated Security Agreement dated as of August July 2, 2010 among TOYS 2009 (the “R” US-DELAWAREAgreement”), INC.made by the Grantors parties thereto for the benefit of U.S. Bank National Association, as Borrower, and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent,, XXXXXXX XXXXX CREDIT PARTNERS L.P. . The undersigned agrees for the benefit of the Collateral Agent and JPMORGAN CHASE BANK, N.A. the Secured Parties as Syndication Agents, The Lenders Party Hereto, CREDIT SUISSE SECURITIES (USA) LLC and XXXXX FARGO BANK, N.A., as Documentation Agents, BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC. and XXXXXXX XXXXX LENDING PARTNERS LLC, as Joint Lead Arrangers, and BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC., XXXXX FARGO SECURITIES, LLC, XXXXXXX SACHS LENDING PARTNERS LLC CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC., as Joint Bookrunning Managers August , 2010follows:

GRANTORS. TOYS “R” US-DELAWARE, FIVE STAR SENIOR LIVING INC., as the Borrower and as a Grantor Maryland corporation By: Name: Xxxxxxx Xxxx Title: XXXXXXXXExecutive Vice President, LLCChief Financial Officer and Treasurer FSQ THE PALMS AT FORT XXXXX BUSINESS TRUST, as a Grantor Maryland business trust By: Name: Xxxxxxx Xxxx Title: XXXXXXXX INTERNATIONALExecutive Vice President, Chief Financial Officer and Treasurer FVE MW LLC, as a Grantor Maryland limited liability company By: Name: Xxxxxxx Xxxx Title: XXXXXXXX HOLDINGSExecutive Vice President, LLCChief Financial Officer and Treasurer FSQ VILLA AT RIVERWOOD BUSINESS TRUST, as a Grantor By: TOYS “R” US-DELAWARE, INC., its Managing Member Maryland business trust By: Name: Xxxxxxx Xxxx Title: TRU-SVCExecutive Vice President, Chief Financial Officer and Treasurer MORNINGSIDE OF CONCORD, LLC, as a Grantor Delaware limited liability company By: Name: Xxxxxxx Xxxx Title: TOYS ACQUISITIONExecutive Vice President, Chief Financial Officer and Treasurer SECOND AMENDED & RESTATED SECURITY AGREEMENT MORNINGSIDE OF SPRINGFIELD, LLC, as a Grantor Delaware limited liability company By: Name: Xxxxxxx Xxxx Title: TRU OF PUERTO RICOExecutive Vice President, INC.Chief Financial Officer and Treasurer FIVE STAR XXXXXXXXX LLC, as a Grantor Delaware limited liability company By: Name: Xxxxxxx Xxxx Title: ADMINISTRATIVE AGENT: BANK OF AMERICAExecutive Vice President, N.A. Chief Financial Officer and Treasurer FVE EC LLC, a Maryland limited liability company By: Name: Xxxxxxx Xxxx Title: Exhibit A License Agreements Exhibit B United States Proprietary Marks Schedule 3.2 Item Grantor Filing Requirement Filing Office Schedule 3.4 BaileesExecutive Vice President, Warehousemen Chief Financial Officer and Third Parties Bailees/Warehousemen Address Loan Party Inventory > $20.0 million Schedule 3.7 Certain Commercial Tort Claims None. [FORM] SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August , 2010 among TOYS “R” USTreasurer FIVE STAR QUALITY CARE-DELAWARE, INC., as Borrower, and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent,, XXXXXXX XXXXX CREDIT PARTNERS L.P. and JPMORGAN CHASE BANK, N.A. as Syndication Agents, The Lenders Party Hereto, CREDIT SUISSE SECURITIES (USA) LLC and XXXXX FARGO BANK, N.A., as Documentation Agents, BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC. and XXXXXXX XXXXX LENDING PARTNERS LLC, as Joint Lead Arrangers, and BANC OF AMERICA SECURITIES LLC, X.X. XXXXXX SECURITIES INC., XXXXX FARGO SECURITIESNJ, LLC, XXXXXXX SACHS LENDING PARTNERS a Maryland limited liability company By: Name: Xxxxxxx Xxxx Title: Executive Vice President, Chief Financial Officer and Treasurer MORNINGSIDE OF DECATUR, L.P., a Delaware limited partnership By: LifeTrust America, Inc., a Tennessee corporation, its general partner By: Name: Xxxxxxx Xxxx Title: Executive Vice President, Chief Financial Officer and Treasurer SECOND AMENDED & RESTATED SECURITY AGREEMENT FOR THE PURPOSES ONLY OF SECTIONS 19, 21-27 AND 29 AND AS “GRANTOR” SOLELY FOR THE LIMITED PURPOSE DESCRIBED IN SECTION 1.3: MORNINGSIDE OF ALABAMA L.P., a Delaware limited partnership By: LifeTrust America, Inc., a Tennessee corporation, its general partner By: Name: Xxxxxxx Xxxx Title: Executive Vice President, Chief Financial Officer and Treasurer Schedule I to the Second Amended and Restated Security Agreement LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER Grantor Location Chief Executive Office Type of Organization Jurisdiction of Organization Organizational I.D. No. Five Star Senior Living Inc. 400 Centre Street, Newton, MA 02458 400 Centre Street, Newton, MA 02458 Corporation Maryland D06461743 FSQ The Palms at Fort Xxxxx Business Trust 2674 Xxxxxxx Avenue, Fort Xxxxx, FL 33901 400 Centre Street, Newton, MA 02458 Statutory Trust Maryland B06646145 FVE MW LLC CREDIT SUISSE SECURITIES (USA) LLC250 Shenandoah Drive, CITIGROUP GLOBAL MARKETS INCLafayette, IN 46062 400 Centre Street, Newton, MA 02458 Limited Liability Company Maryland W14490544 FVE MW LLC 7235 Riverwalk Way North, Noblesville, IN 47905 400 Centre Street, Newton, MA 02458 Limited Liability Company Maryland W14490544 FSQ Villa at Riverwood Business Trust No. One Xxxxx Place, Florissant, MO 63031 400 Centre Street, Newton, MA 02458 Statutory Trust Maryland B06646194 Morningside of Concord, LLC 190 Fox Hollow Road, Pinehurst, NC 28374 400 Centre Street, Newton, MA 02458 Limited Liability Company Delaware 3503097 Morningside of Concord, LLC 11230 Ballantyne Trace Court, Charlotte, NC 28277 400 Centre Street, Newton, MA 02458 Limited Liability Company Delaware 3503097 SECOND AMENDED & RESTATED SECURITY AGREEMENT Grantor Location Chief Executive Office Type of Organization Jurisdiction of Organization Organizational I.D. No. FVE EC LLC 600 Medical Center Drive, Xxxxxx, NJ 08080 400 Centre Street, Newton, MA 02458 Limited Liability Company Maryland W14490502 Five Star Xxxxxxxxx LLC 2601 Xxxxxxxxx Commons Drive, Fort Xxxxx, IN 46804 400 Centre Street, Newton, MA 02458 Limited Liability Company Delaware 4964950 Morningside of Springfield, LLC 205 Westgate Drive, Springfield, TN 37172 400 Centre Street, Newton, MA 02458 Limited Liability Company Delaware 3499488 Morningside of Decatur, L.P. 2115 Point Mallard Dr. SE Decatur, AL 35601 400 Centre Street, Newton, MA 02458 Limited Partnership Delaware 2952397 Five Star Quality Care-NJ, LLC 501 Laurel Oak Road Xxxxxxxx Township, NJ 08043 400 Centre Street, Newton, MA 02458 Limited Liability Company Maryland W12378956 Schedule II to the Second Amended and DEUTSCHE BANK SECURITIES INCRestated Security Agreement BORROWING BASE ASSETS AND LOCATION OF EQUIPMENT AND INVENTORY Grantor Borrowing Base Asset Locations of Equipment Locations of Inventory FSQ The Palms at Fort Xxxxx Business Trust 2674 Xxxxxxx Avenue, Fort Xxxxx, FL 33901 2674 Xxxxxxx Avenue, Fort Xxxxx, FL 33901 2600 Xxxxxxx Xxxxxx, Fort Xxxxx, FL 33901 FVE MW LLC 250 Shenandoah Drive, Lafayette, IN 47905 250 Shenandoah Drive, Lafayette, IN 47905 250 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 FVE MW LLC 7235 Riverwalk Way North, Noblesville, IN 46062 7235 Riverwalk Way North, Noblesville, IN 46062 7200 Xxxxxxxxx Xxx Xxxxx, Xxxxxxxxxxx, XX 00000 FSQ Villa at Riverwood Business Trust No. One Xxxxx Place, Florissant, MO 63031 No. One Xxxxx Place, Florissant, MO 63031 No. Onx Xxxxx Xxxxx, Florissant, MO 63031 Morningside of Concord, LLC 190 Fox Hollow Road, Pinehurst, NC 28374 190 Fox Hollow Road, Pinehurst, NC 28374 190 Xxx Xxxxxx Xxxx, Xxxxxxxxx, XX 00000 Morningside of Concord, LLC 11230 Ballantyne Trace Court, Charlotte, NC 28277 11230 Ballantyne Trace Court, Charlotte, NC 28277 11000 Xxxxxxxxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000 FVE EC LLC 600 Medical Center Drive, Xxxxxx, NJ 08080 600 Medical Center Drive, Xxxxxx, NJ 08080 600 Xxxxxxx Xxxxxx Xxxxx, Xxxxxx, NJ 08080 Five Star Xxxxxxxxx LLC 2601 Xxxxxxxxx Commons Drive, Fort Xxxxx, IN 46804 2601 Xxxxxxxxx Commons Drive, Fort Xxxxx, IN 46804 2600 Xxxxxxxxx Xxxxxxx Drive, Fort Xxxxx, IN 46804 Morningside of Springfield, LLC 205 Westgate Drive, Springfield, TN 37172 205 Westgate Drive, Springfield, TN 37172 200 Xxxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000 Morningside of Decatur, L.P. 2115 Point Mallard Dr. SE Decatur, AL 35601 2115 Point Mallard Dr. SE Decatur, AL 35601 2100 Xxxxx Xxxxxxx Xx. XX Xxxxxxx, XX 00000 Five Star Quality Care-NJ, LLC 501 Laurel Oak Road Xxxxxxxx Township, NJ 08043 501 Laurel Oak Road Xxxxxxxx Township, NJ 08043 500 Xxxxxx Xxx Xxxx Xxxxxxxx Xxxxxxxx, NJ 08043 Schedule III to the Second Amended and Restated Security Agreement CHANGES IN NAME, LOCATION, ETC., as Joint Bookrunning Managers August , 2010