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

Exhibit 10.7

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, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, more particularly described on Exhibit A-1 to the Lease; (ii) Forum at Tucson, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, more particularly described on Exhibit A-2 to the Lease; (iii) The Remington Club I and II, 16925 and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, more particularly described on Exhibit A-3 to the Lease; (iv) Park Summit at Coral Springs, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, 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, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, more particularly described on Exhibit A-12 to the Lease; (vii) HeartFields at Easton, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, more particularly described on Exhibit A-13 to the Lease; (viii) Aspenwood, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, more particularly described on Exhibit A-16 to the Lease; (ix) Forum at Memorial ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, more particularly described on Exhibit A-20 to the Lease; and (x) Morningside of Bellgrade, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, 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 ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇▇, ▇-▇▇, ▇-▇▇, ▇-▇▇ ▇▇▇ ▇-▇▇ 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		President
	SNH FM FINANCING TRUST
	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		President
	ELLICOTT CITY LAND I, LLC
	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		President

3

	TENANT:
	FVE FM FINANCING, INC.
	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
		▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
		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

▇/▇

▇/▇

▇/▇

▇/▇

▇-▇

▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

2005

$

4,204,464

09/30/2003

10

%

▇-▇

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

2005

$

7,666,221

01/11/2002

10

%

A-6

Intentionally Deleted

N/A

N/A

N/A

N/A

A-7

Coral Oaks ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

2005

$

11,973,559

01/11/2002

10

%

A-10

Forum at Overland Park ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

2005

$

9,674,467

01/11/2002

10

%

A-11

Forum at Brookside ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

2005

$

7,872,811

03/01/2004

10

%

A-15

Heartlands at Severna Park ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇		2005		$	3,092,311		10/25/2002		10	%
A-18		Montebello ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		2005		$	10,739,724		01/11/2002		10	%
A-19		Forum at Knightsbridge 4590 and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		2005		$	12,559,927		01/11/2002		10	%
A-22		Forum at Woodlands ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		2005		$	13,072,902		01/11/2002		10	%
A-23		Morningside of Charlottesville ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		2006		$	3,016,125		11/19/2004		9	%
A-24		HeartFields at Fredericksburg ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇		2006		$	3,226,806		11/19/2004		9	%
▇-▇▇		▇▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ Assisted Living ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		2009		N/A			01/04/2008		8	%