Exhibit 99.21  AMENDED
AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 4),  dated as of July 1,
2008,  by and between  SNH NS PROPERTIES TRUST,  AS LANDLORD,  AND  FIVE STAR QUALITY CARE - NS
TENANT, LLC,  AS TENANT


ARTICLE 1
  
  DEFINITIONS
  
  11.1
  
  Additional Charges
  
  21.2
  
  Affiliated Person
  
  21.3
  
  Agreement
  
  21.4
  
  Applicable Laws
  
  21.5
  
  Award
  
  31.6
  
  Business Day
  
  31.7
  
  Capital Addition
  
  31.8
  
  Capital Expenditure
  
  31.9
  
  Change in Control
  
  31.10
  
  Claim
  
  41.11
  
  Code
  
  41.12
  
  Commencement Date
  
  41.13
  
  Condemnation
  
  41.14
  
  Condemnor
  
  41.15
  
  Consolidated Financials
  
  41.16
  
  Date of Taking
  
  41.17
  
  Default
  
  51.18
  
  Disbursement Rate
  
  51.19
  
  Distribution
  
  51.20
  
  Easement Agreement
  
  51.21
  
  Encumbrance
  
  51.22
  
  Entity
  
  51.23
  
  Environment
  
  51.24
  
  Environmental Obligation
  
  51.25
  
  Environmental Notice
  
  51.26
  
  Event of Default
  
  61.27
  
  Extended Terms
  
  61.28
  
  Facility
  
  61.29
  
  Facility Mortgage
  
  61.30
  
  Facility Mortgagee
  
  61.31
  
  Fair Market Rental
  
  61.32
  
  Financial Officers Certificate
  
  61.33
  
  Fiscal Year
  
  71.34
  
  Five Star
  
  71.35
  
  Fixed Term
  
  71.36
  
  Fixtures
  
  71.37
  
  GAAP
  
  71.38
  
  Government Agencies
  
  71.39
  
  Guarantor
  
  71.40
  
  Guaranty
  
  71.41
  
  Hazardous Substances
  
  71.42
  
  Immediate Family
  
  81.43
  
  Impositions
  
  81.44
  
  Incidental Documents
  
  91.45
  
  Indebtedness
  
  101.46
  
  Insurance Requirements
  
  101.47
  
  Interest Rate
  
  101.48
  
  Land
  
  101.49
  
  Landlord
  
  101.50
  
  Landlord Default
  
  101.51
  
  Landlord Liens
  
  101.52
  
  Lease Year
  
  10


1.53
  
  Leased Improvements
  
  101.54
  
  Leased Intangible Property
  
  111.55
  
  Leased Property
  
  111.56
  
  Legal Requirements
  
  111.57
  
  Lien
  
  111.58
  
  Manager
  
  111.59
  
  Management Agreement
  
  121.60
  
  Minimum Rent
  
  121.61
  
  Notice
  
  121.62
  
  Officers Certificate
  
  121.63
  
  Original Lease
  
  121.64
  
  Overdue Rate
  
  121.65
  
  Parent
  
  121.66
  
  Permitted Encumbrances
  
  121.67
  
  Permitted Liens
  
  121.68
  
  Permitted Use
  
  131.69
  
  Person
  
  131.70
  
  Prime Rate
  
  131.71
  
  Pledge Agreement
  
  131.72
  
  Property
  
  131.73
  
  Provider Agreements
  
  131.74
  
  Records
  
  131.75
  
  Regulated Medical Wastes
  
  131.76
  
  Rent
  
  131.77
  
  SEC
  
  131.78
  
  Sale Properties
  
  131.79
  
  Security Agreement
  
  141.80
  
  State
  
  141.81
  
  Subordinated Creditor
  
  141.82
  
  Subordination Agreement
  
  141.83
  
  Subsidiary
  
  141.84
  
  Successor Landlord
  
  141.85
  
  Tax Regulatory Agreement
  
  141.86
  
  Tenant
  
  141.87
  
  Tenants Personal Property
  
  141.88
  
  Term
  
  151.89
  
  Third Party Payor Programs
  
  151.90
  
  Third Party Payors
  
  151.91
  
  Unsuitable for Its Permitted Use
  
  151.92
  
  Work
  
  15ARTICLE 2
  
  LEASED PROPERTY AND TERM
  
  162.1
  
  Leased Property
  
  162.2
  
  Condition of Leased Property
  
  172.3
  
  Fixed Term
  
  172.4
  
  Extended Terms
  
  18ARTICLE 3
  
  RENT
  
  183.1
  
  Rent
  
  183.2
  
  Late Payment of Rent, Etc.
  
  223.3
  
  Net Lease
  
  223.4
  
  No Termination, Abatement, Etc.
  
  22ARTICLE 4
  
  USE OF THE LEASED PROPERTY
  
  234.1
  
  Permitted Use
  
  23  ii


4.2
  
  Compliance with Legal/Insurance
  Requirements, Etc.
  
  254.3
  
  Compliance with Medicaid and Medicare
  Requirements
  
  264.4
  
  Environmental Matters
  
  26ARTICLE 5
  
  MAINTENANCE AND REPAIRS
  
  285.1
  
  Maintenance and Repair
  
  285.2
  
  Tenants Personal Property
  
  305.3
  
  Yield Up
  
  305.4
  
  Management Agreement
  
  31ARTICLE 6
  
  IMPROVEMENTS, ETC.
  
  316.1
  
  Improvements to the Leased Property
  
  316.2
  
  Salvage
  
  32ARTICLE 7
  
  LIENS
  
  327.1
  
  Liens
  
  327.2
  
  Landlords Lien
  
  33ARTICLE 8
  
  PERMITTED CONTESTS
  
  34ARTICLE 9
  
  INSURANCE AND INDEMNIFICATION
  
  359.1
  
  General Insurance Requirements
  
  359.2
  
  Waiver of Subrogation
  
  359.3
  
  Form Satisfactory, Etc.
  
  359.4
  
  No Separate Insurance; Self-Insurance
  
  369.5
  
  Indemnification of Landlord
  
  36ARTICLE 10
  
  CASUALTY
  
  3710.1
  
  Insurance Proceeds
  
  3710.2
  
  Damage or Destruction
  
  3810.3
  
  Damage Near End of Term
  
  4010.4
  
  Tenants Property
  
  4010.5
  
  Restoration of Tenants Property
  
  4010.6
  
  No Abatement of Rent
  
  4010.7
  
  Waiver
  
  41ARTICLE 11
  
  CONDEMNATION
  
  4111.1
  
  Total Condemnation, Etc.
  
  4111.2
  
  Partial Condemnation
  
  4111.3
  
  Abatement of Rent
  
  4211.4
  
  Temporary Condemnation
  
  4311.5
  
  Allocation of Award
  
  43ARTICLE 12
  
  DEFAULTS AND REMEDIES
  
  4312.1
  
  Events of Default
  
  4312.2
  
  Remedies
  
  4712.3
  
  Tenants Waiver
  
  4812.4
  
  Application of Funds
  
  4912.5
  
  Landlords Right to Cure Tenants Default
  
  49ARTICLE 13
  
  HOLDING OVER
  
  49ARTICLE 14
  
  LANDLORD DEFAULT
  
  50ARTICLE 15
  
  PURCHASE RIGHTS
  
  50ARTICLE 16
  
  SUBLETTING AND ASSIGNMENT
  
  5116.1
  
  Subletting and Assignment
  
  5116.2
  
  Required Sublease Provisions
  
  5216.3
  
  Permitted Sublease
  
  5416.4
  
  Sublease Limitation
  
  54  iii


ARTICLE 17
  
  ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS
  
  5517.1
  
  Estoppel Certificates
  
  5517.2
  
  Financial Statements
  
  5517.3
  
  General Operations
  
  56ARTICLE 18
  
  LANDLORDS RIGHT TO INSPECT
  
  57ARTICLE 19
  
  EASEMENTS
  
  5719.1
  
  Grant of Easements
  
  5719.2
  
  Exercise of Rights by Tenant
  
  5819.3
  
  Permitted Encumbrances
  
  58ARTICLE 20
  
  FACILITY MORTGAGES
  
  5820.1
  
  Landlord May Grant Liens
  
  5820.2
  
  Subordination of Lease
  
  5820.3
  
  Notice to Mortgagee and Superior Landlord
  
  60ARTICLE 21
  
  ADDITIONAL COVENANTS OF TENANT
  
  6121.1
  
  Prompt Payment of Indebtedness
  
  6121.2
  
  Conduct of Business
  
  6121.3
  
  Maintenance of Accounts and Records
  
  6121.4
  
  Notice of Litigation, Etc.
  
  6221.5
  
  Indebtedness of Tenant
  
  6221.6
  
  Distributions, Payments to Affiliated
  Persons, Etc.
  
  6321.7
  
  Prohibited Transactions
  
  6321.8
  
  Liens and Encumbrances
  
  6321.9
  
  Merger; Sale of Assets; Etc.
  
  6421.10
  
  Tax Regulatory Agreement
  
  64ARTICLE 22
  
  ARBITRATION
  
  65ARTICLE 23
  
  MISCELLANEOUS
  
  6623.1
  
  Limitation on Payment of Rent
  
  6623.2
  
  No Waiver
  
  6723.3
  
  Remedies Cumulative
  
  6723.4
  
  Severability
  
  6723.5
  
  Acceptance of Surrender
  
  6723.6
  
  No Merger of Title
  
  6723.7
  
  Conveyance by Landlord
  
  6823.8
  
  Quiet Enjoyment
  
  6823.9
  
  No Recordation
  
  6823.10
  
  Notices
  
  6823.11
  
  Construction
  
  6923.12
  
  Counterparts; Headings
  
  7023.13
  
  Applicable Law, Etc.
  
  7023.14
  
  Right to Make Agreement
  
  7023.15
  
  Attorneys Fees
  
  7123.16
  
  Nonliability of Trustees
  
  7123.17
  
  STATE-SPECIFIC WAIVERS
  
  7123.18
  
  Original Lease
  
  72  iv


AMENDED
AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 4)  THIS
AMENDED AND RESTATED MASTER LEASE AGREEMENT(LEASE NO. 4)
is entered into as of July 1, 2008 by and between SNH NS
PROPERTIES TRUST, a Maryland real estate investment trust, as
landlord (Landlord), and FIVE STAR QUALITY CARE 
NS TENANT, LLC, a Maryland limited liability company, as tenant (Tenant).  WI T N E S S E T H :  WHEREAS,Landlord and Tenant (as
successor by assignment from NewSeasons Leasing, L.L.C.) are parties tothat certain Lease
Agreement, dated as of December 29, 2003 (the Original Lease),
pursuant to which Landlord leases to Tenant, and Tenant leases from Landlord,
the Leased Property (as defined in the Original Lease), all as more
particularly described in the Original Lease; and  WHEREAS, simultaneously herewith, Landlord has agreed to sell certain
properties under the Original Lease to an affiliate of Tenant and Tenant has
agreed to transfer to Landlord various furniture, fixtures and equipment
relating to the remaining Leased Property and make certain payments to
Landlord; and  WHEREAS,in connection with the foregoing, Landlord and
Tenant have agreed to amend and restate the Original Lease in its entirety as
hereinafter provided;  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 Original Lease is hereby
amended and restated as follows:  ARTICLE 1  DEFINITIONS  For
all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires, (a) the terms defined in this Article shall
have the meanings assigned to them in this Article and include the plural
as well as the singular, (b) all accounting terms not otherwise defined
herein shall have the meanings assigned to them in accordance with GAAP, (c) all
references in this Agreement to designated Articles, Sections and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this


Agreement, and (d) the words herein, hereof, hereunder
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision.  1.1Additional
Chargesshall have the meaning
given such term in Section 3.1.3.  1.2Affiliated
Personshall mean, with respect
to any Person, (a)  in the case of any such Person which is a partnership,
any partner in such partnership, (b) in the case of any such Person which
is a limited liability company, any member of such company, (c) any other
Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with
respect to such Person or to one or more of the Persons referred to in the
preceding clauses (a) and (b), (d) any other Person who is an
officer, director, trustee or employee of, or partner in or member of, such
Person or any Person referred to in the preceding clauses (a), (b) and
(c), and (e) any other Person who is a member of the Immediate Family of
such Person or of any Person referred to in the preceding clauses (a) through
(d).  1.3Agreementshall mean this Amended and Restated
Master Lease Agreement (Lease No. 4), including all schedules and exhibits
attached hereto, as it and they may be amended from time to time as herein
provided.  1.4Applicable
Lawsshall mean all applicable
laws, statutes, regulations, rules, ordinances, codes, licenses, permits and
orders, from time to time in existence, of all courts of competent jurisdiction
and Government Agencies, and all applicable judicial and administrative and
regulatory decrees, judgments and orders, including common law rulings and
determinations, relating to injury to, or the protection of, real or personal
property or human health or the Environment, including, without limitation, all
valid and lawful requirements of courts and other Government Agencies
pertaining to reporting, licensing, permitting, investigation, remediation and removal
of underground improvements (including, without limitation, treatment or
storage tanks, or water, gas or oil wells), or emissions, discharges, releases
or threatened releases of Hazardous Substances, chemical substances,
pesticides, petroleum or petroleum products, pollutants, contaminants or
hazardous or toxic substances, materials or wastes whether solid, liquid or
gaseous in nature, into the Environment, or relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Substances or Regulated Medical Wastes, underground
improvements (including, without limitation, treatment or storage tanks, or
water, gas or oil wells), or pollutants, contaminants or hazardous or toxic  2


substances,
materials or wastes, whether solid, liquid or gaseous in nature.  1.5Awardshall mean all compensation, sums or
other value awarded, paid or received by virtue of a total or partial
Condemnation of any Property (after deduction of all reasonable legal fees and
other reasonable costs and expenses, including, without limitation, expert
witness fees, incurred by Landlord, in connection with obtaining any such
award).  1.6Business
Dayshall mean any day other
than Saturday, Sunday, or any other day on which banking institutions in The
Commonwealth of Massachusetts are authorized by law or executive action to
close.  1.7Capital
Additionshall mean, with
respect to any Property, any renovation, repair or improvement to such
Property, the cost of which constitutes a Capital Expenditure.  1.8Capital
Expenditureshall mean any
expenditure treated as capital in nature in accordance with GAAP.  1.9Change in Control  shall
mean (a) the acquisition by any Person, or two or more Persons acting in
concert, of beneficial ownership (within the meaning of Rule 13d-3 of the
SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more,
of the outstanding shares of voting stock or other voting interests of Tenant
or any Guarantor, as the case may be, or the power to direct the management and
policies of Tenant or any Guarantor, directly or indirectly, (b) the
merger or consolidation of Tenant or any Guarantor with or into any Person or
the merger or consolidation of any Person into Tenant or any Guarantor (other
than the merger or consolidation of any Person into Tenant or any Guarantor
that does not result in a Change in Control of Tenant or such Guarantor under
clauses (a), (c), (d) or (e) of this definition), (c) any one or
more sales, conveyances, dividends or distributions to any Person of all or any
material portion of the assets (including capital stock or other equity
interests) or business of Tenant or any Guarantor, whether or not otherwise a
Change in Control, (d) the cessation, for any reason, of the individuals
who at the beginning of any twenty-four (24) consecutive month period
(commencing on the date hereof) constituted the board of directors of Tenant or
any Guarantor (together with any new directors whose election by such board or
whose nomination for election by the shareholders of Tenant or such Guarantor
was approved by a vote of a majority of the directors then still in office who
were either directors at the beginning of any such period or whose election or
nomination for election was previously so approved) to  3


constitute a majority of the board of directors of
Tenant or such Guarantor then in office, or (e) the election to the board
of directors of Tenant or any Guarantor of any individual not nominated or
appointed by vote of a majority of the directors of Tenant or such Guarantor in
office immediately prior to the nomination or appointment of such individual.  1.10Claimshall have the meaning given such term in
Article 8.  1.11Codeshall mean the Internal Revenue Code of
1986 and, to the extent applicable, the Treasury Regulations promulgated
thereunder, each as from time to time amended.  1.12Commencement
Dateshall mean December 29,
2003.  1.13Condemnationshall
mean, with respect to any Property, or any portion thereof, (a) the
exercise of any governmental power with respect to such Property, whether by
legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a
voluntary sale or transfer of such Property by Landlord to any Condemnor,
either under threat of condemnation or while legal proceedings for condemnation
are pending, or (c) a taking or voluntary conveyance of such Property, or
any interest therein, or right accruing thereto or use thereof, as the result
or in settlement of any condemnation or other eminent domain proceeding
affecting such Property, whether or not the same shall have actually been
commenced.  1.14Condemnorshall mean any public or quasi-public
Person, having the power of Condemnation.  1.15Consolidated
Financials  shall mean, for any
Fiscal Year or other accounting period of Five Star, annual audited and
quarterly unaudited financial statements of Five Star prepared on a
consolidated basis, including Five Stars consolidated balance sheet and the
related statements of income and cash flows, all in reasonable detail, and
setting forth in comparative form the corresponding figures for the
corresponding period in the preceding Fiscal Year, and prepared in accordance
with GAAP throughout the periods reflected.  1.16Date
of Takingshall mean, with
respect to any Property, the date the Condemnor has the right to possession of
such Property, or any portion thereof, in connection with a Condemnation.  4


1.17Defaultshall mean any event or condition which
with the giving of notice and/or lapse of time would ripen into an Event of
Default.  1.18Disbursement
Rateshall mean an annual rate
of interest, as of the date of determination, equal to the greater of (a) eight
percent (8%) and (b) the per annum rate for ten (10) year U.S.
Treasury Obligations as published in The Wall Street Journal plus three
hundred (300) basis points; provided, however, that in no event
shall the Disbursement Rate exceed eleven and one-half percent (11.5%).  1.19Distributionshall mean (a) any declaration or
payment of any dividend (except ordinary cash dividends payable in common stock
or other equity interests of Tenant) on or in respect of any shares of any
class of capital stock or other equity interests of Tenant, (b) any
purchase, redemption, retirement or other acquisition of any shares of any
class of capital stock of a corporation, (c) any other distribution on or
in respect of any shares of any class of capital stock of a corporation or (d) any
return of capital to shareholders.  1.20Easement
Agreementshall mean any
conditions, covenants and restrictions, easements, declarations, licenses and
other agreements which are Permitted Encumbrances and such other agreements as
may be granted in accordance with Section 19.1.  1.21Encumbranceshall have the meaning given such term in
Section 20.1.  1.22Entityshall mean any corporation, general or
limited partnership, limited liability company or partnership, stock company or
association, joint venture, association, company, trust, bank, trust company,
land trust, business trust, cooperative, any government or agency, authority or
political subdivision thereof or any other entity.  1.23Environmentshall mean soil, surface waters, ground
waters, land, stream, sediments, surface or subsurface strata and ambient air.  1.24Environmental
Obligationshall have the
meaning given such term in Section 4.4.1.  1.25Environmental
Noticeshall have the meaning
given such term in Section 4.4.1.  5


1.26Event
of Defaultshall have the
meaning given such term in Section 12.1.  1.27Extended
Termsshall have the meaning
given such term in Section 2.4.  1.28Facilityshall mean, with respect to any Property,
the assisted living facility being operated on such Property.  1.29Facility
Mortgageshall mean any
Encumbrance placed upon the Leased Property, or any portion thereof, in
accordance with Article 20.  1.30Facility
Mortgageeshall mean the holder
of any Facility Mortgage.  1.31Fair
Market Rentalshall mean the
rate of Minimum Rent that will be payable for the Leased Property (including
all Capital Additions funded by Landlord) on the terms of this Agreement during
the applicable period, in the then current market, assuming a willing tenant
not compelled to lease and a willing landlord not compelled to rent, taking into
account the Permitted Use, the rate of minimum or base rent then being charged
for comparable lease terms for comparable properties (in terms of both size and
location) in the vicinity of each of the Properties, and otherwise taking into
account all relevant factors, and assuming that no Event of Default
exists.  Fair Market Rental shall be
determined in accordance with the arbitration procedures set forth in Article 22
hereof if not agreed upon in writing by Landlord and Tenant.  1.32Financial
Officers Certificateshall
mean, as to any Person, a certificate of the chief executive officer, chief
financial officer or chief accounting officer (or such officers authorized
designee) of such Person, duly authorized, accompanying the financial
statements required to be delivered by such Person pursuant to Section 17.2,
in which such officer shall certify (a) that such statements have been
properly prepared in accordance with GAAP and are true, correct and complete in
all material respects and fairly present the consolidated financial condition
of such Person at and as of the dates thereof and the results of its and their
operations for the periods covered thereby, and (b) in the event that the
certifying party is an officer of Tenant and the certificate is being given in
such capacity, that no Event of Default has occurred and is continuing
hereunder.  6


1.33Fiscal
Yearshall mean the calendar
year or such other annual period designated by Tenant and approved by Landlord.  1.34Five Star  shall mean Five Star Quality Care, Inc.,
a Maryland corporation, and its permitted successors and assigns.  1.35Fixed
Termshall have the meaning
given such term in Section 2.3.  1.36Fixturesshall have the meaning given such term in
Section 2.1(d).  1.37GAAPshall mean generally accepted accounting
principles consistently applied.  1.38Government
Agenciesshall mean any court,
agency, authority, board (including, without limitation, environmental protection,
planning and zoning), bureau, commission, department, office or instrumentality
of any nature whatsoever of any governmental or quasi-governmental unit of the
United States or any State or any county or any political subdivision of any of
the foregoing, whether now or hereafter in existence, having jurisdiction over
Tenant or any Property, or any portion thereof, or any Facility operated
thereon.  1.39Guarantor  shall mean Five Star and each and every other
guarantor of Tenants obligations under this Agreement, and each such guarantors
successors and assigns.  1.40Guaranty shall mean any guaranty agreement executed by
a Guarantor in favor of Landlord pursuant to which the payment or performance
of Tenants obligations under this Agreement are guaranteed, together with all
modifications, amendments and supplements thereto.  1.41Hazardous Substances  shall mean any substance:  (a)the
presence of which requires or may hereafter require notification, investigation
or remediation under any federal, state or local statute, regulation, rule,
ordinance, order, action or policy; or  (b)which
is or becomes defined as a hazardous waste, hazardous material or hazardous
substance or pollutant or contaminant under any present or future federal,
state or local statute, regulation, rule or ordinance or amendments
thereto including, without  7


limitation, the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
Section 9601 et seq.) and the Resource Conservation and
Recovery Act (42 U.S.C. Section 6901 et seq.) and the
regulations promulgated thereunder; or  (c)which
is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by
any governmental authority, agency, department, commission, board, agency or
instrumentality of the United States, any state of the United States, or any
political subdivision thereof; or  (d)the
presence of which on any Property, or any portion thereof, causes or materially
threatens to cause an unlawful nuisance upon such Property, or any portion
thereof, or to adjacent properties or poses or materially threatens to pose a
hazard to such Property, or any portion thereof, or to the health or safety of
persons on or about such Property, or any portion thereof; or  (e)without
limitation, which contains gasoline, diesel fuel or other petroleum
hydrocarbons or volatile organic compounds; or  (f)without
limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea
formaldehyde foam insulation; or  (g)without
limitation, which contains or emits radioactive particles, waves or material;
or  (h)without
limitation, constitutes Regulated Medical Wastes.  1.42Immediate
Familyshall mean, with respect
to any individual, such individuals spouse, parents, brothers, sisters,
children (natural or adopted), stepchildren, grandchildren, grandparents,
parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.  1.43Impositionsshall mean, collectively, all taxes
(including, without limitation, all taxes imposed under the laws of any State,
as such laws may be amended from time to time, and all ad valorem, sales and
use, or similar taxes as the same relate to or are imposed upon Landlord,
Tenant or the business conducted upon the Leased Property), assessments
(including, without limitation, all assessments for public improvements or  8


benefit,
whether or not commenced or completed prior to the date hereof), ground rents
(including any minimum rent under any ground lease, and any additional rent or
charges thereunder), water, sewer or other rents and charges, excises, tax
levies, fees (including, without limitation, license, permit, inspection,
authorization and similar fees), and all other governmental charges, in each
case whether general or special, ordinary or extraordinary, foreseen or
unforeseen, of every character in respect of the Leased Property or the
business conducted thereon by Tenant (including all interest and penalties
thereon due to any failure in payment by Tenant), which at any time prior to,
during or in respect of the Term hereof may be assessed or imposed on or in
respect of or be a lien upon (a) Landlords interest in the Leased
Property, (b) the Leased Property or any part thereof or any rent
therefrom or any estate, right, title or interest therein, or (c) any
occupancy, operation, use or possession of, or sales from, or activity conducted
on, or in connection with the Leased Property or the leasing or use of the
Leased Property or any part thereof by Tenant; provided, however,
that nothing contained herein shall be construed to require Tenant to pay and
the term Impositions shall not include (i) any tax based on net income
imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any
transfer fee (but excluding any mortgage or similar tax payable in connection
with a Facility Mortgage) or other tax imposed with respect to the sale,
exchange or other disposition by Landlord of the Leased Property or the
proceeds thereof, (iv) any single business, gross receipts tax,
transaction privilege, rent or similar taxes as the same relate to or are
imposed upon Landlord, (v) any interest or penalties imposed on Landlord
as a result of the failure of Landlord to file any return or report timely and
in the form prescribed by law or to pay any tax or imposition, except to the
extent such failure is a result of a breach by Tenant of its obligations
pursuant to Section 3.1.3, (vi) any impositions imposed on
Landlord that are a result of Landlord not being considered a United States
person as defined in Section 7701(a)(30) of the Code, (vii) any
impositions that are enacted or adopted by their express terms as a substitute
for any tax that would not have been payable by Tenant pursuant to the terms of
this Agreement or (viii) any impositions imposed as a result of a breach
of covenant or representation by Landlord in any agreement governing Landlords
conduct or operation or as a result of the negligence or willful misconduct of
Landlord.  1.44Incidental Documentsshall mean, collectively, any Guaranty, any Security Agreement and any
Pledge Agreement.  9


1.45Indebtednessshall mean all obligations, contingent or
otherwise, which in accordance with GAAP should be reflected on the obligors
balance sheet as liabilities.  1.46Insurance
Requirementsshall mean all
terms of any insurance policy required by this Agreement and all requirements
of the issuer of any such policy and all orders, rules and regulations and
any other requirements of the National Board of Fire Underwriters (or any other
body exercising similar functions) binding upon Landlord, Tenant, any Manager
or the Leased Property.  1.47Interest Rateshall mean a per annum interest rate equal to ten percent (10%).  1.48Landshall have the meaning given such term in
Section 2.1(a).  1.49Landlordshall have the meaning given such term in
the preambles to this Agreement and shall also include their respective
permitted successors and assigns.  1.50Landlord
Defaultshall have the meaning
given such term in Article 14.  1.51Landlord
Liensshall mean liens on or
against the Leased Property or any payment of Rent (a) which result from
any act of, or any claim against, Landlord or any owner of a direct or indirect
interest in the Leased Property (other than the lessor under any ground lease
affecting any portion of the Leased Property), or which result from any
violation by Landlord of any terms of this Agreement, or (b) which result
from liens in favor of any taxing authority by reason of any tax owed by
Landlord or any fee owner of a direct or indirect interest in the Leased
Property (other than the lessor under any ground lease affecting any portion of
the Leased Property); provided, however, that Landlord Lien
shall not include any lien resulting from any tax for which Tenant is obligated
to pay or indemnify Landlord against until such time as Tenant shall have
already paid to or on behalf of Landlord the tax or the required indemnity with
respect to the same.  1.52Lease
Yearshall mean any Fiscal Year
or portion thereof during the Term.  1.53Leased
Improvementsshall have the
meaning given such term in Section 2.1(b).  10


1.54Leased
Intangible Propertyshall mean
all agreements, service contracts, equipment leases, booking agreements and
other arrangements or agreements affecting the ownership, repair, maintenance,
management, leasing or operation of the Leased Property, or any portion
thereof, to which Landlord is a party; all books, records and files relating to
the leasing, maintenance, management or operation of the Leased Property, or
any portion thereof, belonging to Landlord; all transferable or assignable permits,
certificates of occupancy, operating permits, sign permits, development rights
and approvals, certificates, licenses, warranties and guarantees, rights to
deposits, trade names, service marks, telephone exchange numbers identified
with the Leased Property, and all other transferable intangible property,
miscellaneous rights, benefits and privileges of any kind or character
belonging to Landlord with respect to the Leased Property.  1.55Leased Property  shall have the meaning given such term in Section 2.1.  1.56Legal
Requirementsshall mean all
federal, state, county, municipal and other governmental statutes, laws, rules,
orders, regulations, ordinances, judgments, decrees and injunctions affecting
the Leased Property or the maintenance, construction, alteration or operation
thereof, whether now or hereafter enacted or in existence, including, without
limitation, (a) all permits, licenses, authorizations, certificates of
need, authorizations and regulations necessary to operate any Property for its
Permitted Use, and (b) all covenants, agreements, restrictions and
encumbrances contained in any instruments at any time in force affecting any
Property, including those which may (i) require material repairs,
modifications or alterations in or to any Property or (ii) in any way
materially and adversely affect the use and enjoyment thereof, but excluding
any requirements arising as a result of Landlords status as a real estate
investment trust.  1.57Lienshall mean any mortgage, security
interest, pledge, collateral assignment, or other encumbrance, lien or charge
of any kind, or any transfer of property or assets for the purpose of
subjecting the same to the payment of Indebtedness or performance of any other
obligation in priority to payment of general creditors.  1.58Manager  shall mean, with respect to any Property, the
operator or manager under any Management Agreement from time to time in effect
with respect to such Property, and its permitted successors and assigns.  11


1.59Management Agreement  shall mean, with respect to any Property, any
operating or management agreement from time to time entered into by Tenant with
respect to such Property in accordance with the applicable provisions of this
Agreement, together with all amendments, modifications and supplements thereto.  1.60Minimum Rentshall mean the sum of Seven Million Five Hundred Ninety Thousand Three
Hundred Twenty-Nine and 00/100s Dollars ($7,590,329.00) per annum, subject to
adjustment as provided in Section 3.1.1.  1.61Noticeshall mean a notice given in accordance
with Section 23.10.  1.62Officers
Certificateshall mean a
certificate signed by an officer or other duly authorized individual of the
certifying Entity duly authorized by the board of directors or other governing
body of the certifying Entity.  1.63Original
Lease  shall have the meaning given such term in the
recitals to this Agreement.  1.64Overdue
Rateshall mean, on any date, a
per annum rate of interest equal to the lesser of (a) the
greater of (i) fifteen percent (15%) and (ii) the Prime Rate plus three hundred
(300) basis points, and (b) the maximum rate then permitted under applicable
law.  1.65Parentshall mean, with respect to any Person,
any Person which owns directly, or indirectly through one or more Subsidiaries
or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial
interest in, or otherwise has the right or power (whether by contract, through
ownership of securities or otherwise) to control, such Person.  1.66Permitted
Encumbrancesshall mean, with
respect to any Property, all rights, restrictions, and easements of record set
forth on Schedule B to the applicable owners or leasehold title insurance policy
issued to Landlord with respect to such Property, plus any other encumbrances
as may have been granted or caused by Landlord or otherwise consented to in
writing by Landlord from time to time.  1.67Permitted
Liensshall mean any Liens
granted in accordance with Section 21.8(a).  12


1.68Permitted Useshall mean, with respect to any Property, any use of such Property
permitted pursuant to Section 4.1.1.  1.69Personshall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so admits.  1.70Prime Rateshall mean the annual floating rate of interest, determined daily and
expressed as a percentage from time to time announced by the Wall Street
Journal as the Prime Rate.  1.71Pledge Agreement  shall mean any pledge agreement made in favor
of Landlord with respect to the stock or other equity interests of Tenant or
any assignee, subtenant or other transferee, as it or they may be amended,
restated, supplemented or otherwise modified from time to time.  1.72Propertyshall have the meaning given such term in
Section 2.1.  1.73Provider
Agreements shall mean all
participation, provider and reimbursement agreements or arrangements now or
hereafter in effect for the benefit of Tenant or any Manager in connection with
the operation of any Facility relating to any right of payment or other claim
arising out of or in connection with Tenants participation in any Third Party
Payor Program.  1.74Recordsshall have the meaning given such term in
Section 7.2.  1.75Regulated
Medical Wastes  shall mean all
materials generated by Tenant, subtenants, patients, occupants or the operators
of the Leased Properties which are now or may hereafter be subject to
regulation pursuant to the Material Waste Tracking Act of 1988, or any
Applicable Laws promulgated by any Government Agencies.  1.76Rentshall mean, collectively, the Minimum
Rent and Additional Charges.  1.77SECshall mean the Securities and Exchange
Commission.  1.78Sale
Properties  shall have the
meaning given such term in the recitals to this Agreement.  13


1.79Security
Agreementshall mean any
security agreement made by Tenant or any assignee, subtenant or other
transferee for the benefit of Landlord, as it or they may be amended, restated,
supplemented or otherwise modified from time to time.  1.80Stateshall mean, with respect to any Property,
the state, commonwealth or district in which the such Property is located.  1.81Subordinated
Creditorshall mean any
creditor of Tenant which is a party to a Subordination Agreement in favor of
Landlord.  1.82Subordination
Agreementshall mean any
agreement (and any amendments thereto) executed by a Subordinated Creditor
pursuant to which the payment and performance of Tenants obligations to such
Subordinated Creditor are subordinated to the payment and performance of Tenants
obligations to Landlord under this Agreement.  1.83Subsidiaryshall mean, with respect to any Person,
any Entity (a) in which such Person owns directly, or indirectly through
one or more Subsidiaries, twenty percent (20%) or more of the voting or
beneficial interest or (b) which such Person otherwise has the right or
power to control (whether by contract, through ownership of securities or
otherwise).  1.84Successor
Landlordshall have the meaning
given such term in Section 20.2.  1.85Tax
Regulatory Agreementshall mean
that certain Tax Regulatory Agreement from NewSeasons of Mt. Arlington, L.P. to
New Jersey Health Care Facilities Financing Authority entered into on October 4,
2000 pursuant to the Authoritys issuance of Revenue Bonds (NewSeasons of Mt.
Arlington Assisted Living Project) Series 2000A.  1.86Tenantshall have the meaning given such term in
the preambles to this Agreement and shall also include its permitted successors
and assigns.  1.87Tenants
Personal Propertyshall mean
all motor vehicles and consumable inventory and supplies, furniture,
furnishings, equipment, movable walls and partitions, equipment and machinery
and all other tangible personal property of Tenant and Tenants receivables, if
any, acquired by Tenant on and after the applicable Commencement Date for any
Property and located at such Property or used in Tenants business at the  14


Leased
Property and all modifications, replacements, alterations and additions to such
personal property installed at the expense of Tenant, other than any items
included within the definition of Fixtures.  1.88Termshall mean, collectively, the Fixed Term
and the Extended Term, to the extent properly exercised pursuant to the
provisions of Section 2.4, unless sooner terminated pursuant to the
provisions of this Agreement.  1.89Third
Party Payor Programs  shall mean
all third party payor programs in which Tenant presently or in the future may
participate, including, without limitation, Medicare, Medicaid, CHAMPUS, Blue
Cross and/or Blue Shield, Managed Care Plans, other private insurance programs
and employee assistance programs.  1.90Third
Party Payorsshall mean
Medicare, Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, private insurers
and any other Person which presently or in the future maintains Third Party
Payor Programs.  1.91Unsuitable
for Its Permitted Useshall
mean, with respect to any Facility, a state or condition of such Facility such
that (a) following any damage or destruction involving a Facility, (i) such
Facility cannot be operated on a commercially practicable basis for its
Permitted Use and it cannot reasonably be expected to be restored to
substantially the same condition as existed immediately before such damage or
destruction, and as otherwise required by Section 10.2.4, within
twelve (12) months following such damage or destruction or such longer period
of time as to which business interruption insurance is available to cover Rent
and other costs related to the applicable Property following such damage or
destruction, (ii) the damage or destruction, if uninsured, exceeds
$1,000,000 or (iii) the cost of such restoration exceeds ten percent (10%)
of the fair market value of such Property immediately prior to such damage or
destruction, or (b) as the result of a partial taking by Condemnation,
such Facility cannot be operated, in the good faith judgment of Tenant, on a
commercially practicable basis for its Permitted Use.  1.92Workshall have the meaning given such term in
Section 10.2.4.  15


ARTICLE 2  LEASED PROPERTY
AND TERM  2.1Leased
Property.  Upon and subject to
the terms and conditions hereinafter set forth, Landlord leases to Tenant and
Tenant leases from Landlord all of Landlords right, title and interest in and
to all of the following (each of items (a) through (g) below which
relates to any single Facility, a Property and, collectively, the Leased
Property):  (a)those
certain tracts, pieces and parcels of land, as more particularly described in Exhibits
A-1 through A-7 attached hereto and made a part hereof (the Land);  (b)all
buildings, structures and other improvements of every kind including, but not
limited to, alleyways and connecting tunnels, sidewalks, utility pipes,
conduits and lines (on-site and off-site), parking areas and roadways
appurtenant to such buildings and structures presently situated upon the Land
(collectively, the Leased Improvements);  (c)all
easements, rights and appurtenances relating to the Land and the Leased
Improvements;  (d)all
equipment, machinery, fixtures, and other items of property, now or hereafter
permanently affixed to or incorporated into the Leased Improvements, including,
without limitation, all furnaces, boilers, heaters, electrical equipment,
heating, plumbing, lighting, ventilating, refrigerating, incineration, air and
water pollution control, waste disposal, air-cooling and air-conditioning
systems and apparatus, sprinkler systems and fire and theft protection
equipment, all of which, to the maximum extent permitted by law, are hereby
deemed by the parties hereto to constitute real estate, together with all
replacements, modifications, alterations and additions thereto, but
specifically excluding all items included within the category of Tenants
Personal Property (collectively, the Fixtures);  (e)all
machinery, equipment, furniture, furnishings, moveable walls or partitions,
computers or trade fixtures or other personal property of any kind or
description used or useful in Tenants business on or in the Leased
Improvements, and located on or in the Leased Improvements, and all
modifications, replacements, alterations and additions to such personal
property, except items, if any,  16


included within the
category of Fixtures, but specifically excluding all items included within the
category of Tenants Personal Property;  (f)all
of the Leased Intangible Property; and  (g)any
and all leases of space in the Leased Improvements.  2.2Condition
of Leased Property. Tenant
acknowledges receipt and delivery of possession of the Leased Property and
Tenant accepts the Leased Property in its as is condition, subject to the
rights of parties in possession, the existing state of title, including all
covenants, conditions, restrictions, reservations, mineral leases, easements
and other matters of record or that are visible or apparent on the Leased  Property, all applicable Legal Requirements,
the lien of any financing instruments, mortgages and deeds of trust existing
prior to the applicable Commencement Date for any Property or permitted by the
terms of this Agreement, and such other matters which would be disclosed by an
inspection of the Leased Property and the record title thereto or by an
accurate survey thereof.  TENANT
REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING
AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY
REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORDS AGENTS OR EMPLOYEES WITH
RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN
RESPECT OF THE CONDITION OF THE LEASED PROPERTY.  LANDLORD MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF,
EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR
PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN,
LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY
TENANT.  To the maximum extent permitted
by law, however, Landlord hereby assigns to Tenant all of Landlords rights to
proceed against any predecessor in interest or insurer for breaches of
warranties or representations or for latent defects in the Leased
Property.  Landlord shall fully cooperate
with Tenant in the prosecution of any such claims, in Landlords or Tenants
name, all at Tenants sole cost and expense. 
Tenant shall indemnify, defend, and hold harmless Landlord from and against
any loss, cost, damage or liability (including reasonable attorneys fees)
incurred by Landlord in connection with such cooperation.  2.3Fixed
Term. The initial term of this
Agreement (the Fixed Term) with respect to each Property commenced on
the  17


Commencement
Date with respect to such Property and shall expire on April 30, 2017.  2.4Extended
Terms. Provided that no Event of
Default shall have occurred and be continuing, Tenant shall have the right to
extend the Term for two (2) consecutive fifteen (15) year renewal terms
(the Extended Terms, the first of which is herein referred to as the First
Extended Term, the second of which is herein referred to as the Second
Extended Term).  All of the terms,
covenants and provisions of this Agreement shall apply to the Extended Terms,
except that (a) Tenant shall have no right to extend the Term beyond the
expiration of the Second Extended Term, and (b) during the Second Extended
Term, the rate of Minimum Rent shall be the Fair Market Rental.  If Tenant shall elect to exercise the
aforesaid options, it shall do so by giving Landlord Notice thereof, not less
than one (1) year prior to the scheduled expiration of the Term, it being
understood and agreed that time is of the essence with respect to the giving of
such Notice.  If Tenant shall fail to
give such Notice, this Agreement shall automatically terminate at the end of
the then current Term of this Agreement and, upon such termination, Tenant
shall have no further option to extend the Term of this Agreement.  If Tenant shall give such Notice, the
extension of this Agreement shall be automatically effected without the
execution of any additional documents; it being understood and agreed, however,
that Tenant and Landlord shall execute such documents and agreements as either
party shall reasonably require to evidence the same.  Notwithstanding the
provisions of the foregoing sentence, if, subsequent to the giving of such
Notice, an Event of Default shall occur, at Landlords option, the extension of
this Agreement shall cease to take effect and this Agreement shall
automatically terminate at the end of the Fixed Term, and Tenant shall have no
further option to extend the Term of this Agreement.  ARTICLE 3  RENT  3.1Rent. Tenant shall pay, in lawful money of
the United States of America which shall be legal tender for the payment of
public and private debts, without offset, abatement, demand or deduction
(unless otherwise expressly provided in this Agreement), Minimum Rent to
Landlord and Additional Charges to the party to whom such Additional Charges
are payable, during the Term.  All
payments to Landlord shall be made by wire transfer of immediately available
federal funds or by other means acceptable to Landlord in its sole
discretion.  Rent for  18


any
partial calendar month shall be prorated on a per diem basis.  3.1.1Minimum
Rent.  (a)Payments.  Minimum Rent shall be paid in equal monthly
installments in arrears on the first Business Day of each calendar month during
the Term.  (b)Allocation of Minimum Rent.Minimum Rent may be allocated and
reallocated among the Properties comprising the Leased Property by agreement
among Landlord and Tenant; provided, however that in no event
shall the Minimum Rent allocated to any Property be less than the monthly
amount payable by Landlord on account of any Facility Mortgage and/or ground or
master lease with respect to such Property nor shall the aggregate amount of
Minimum Rent allocated among the Properties exceed the total amount payable for
the Leased Property.  (c)Adjustments of Minimum Rent Following
Disbursements Under Sections 5.1.2(b), 10.2.3 and 11.2.  Effective on the date of each disbursement to
pay for the cost of any repairs, maintenance, renovations or replacements
pursuant to Sections 5.1.2(b), 10.2.3 or 11.2, the annual Minimum Rent
shall be increased by a per annum amount equal to the
Disbursement Rate times the amount so disbursed.  If any such disbursement is made during any
calendar month on a day other than the first Business Day of such calendar
month, Tenant shall pay to Landlord on the first Business Day of the
immediately following calendar month (in addition to the amount of Minimum Rent
payable with respect to such calendar month, as adjusted pursuant to this
paragraph (c)) the amount by which Minimum Rent for the preceding calendar
month, as adjusted for such disbursement
on a per diem basis, exceeded the amount of Minimum Rent paid by Tenant for
such preceding calendar month.  (d)Adjustments of Minimum Rent
Following Partial Lease Termination.  Subject to Section 4.1.1(b),
if this Agreement shall terminate with respect to any Property but less than
all of the Leased Property, Minimum Rent shall be reduced by the affected
Propertys allocable share of Minimum Rent determined in accordance with the
applicable provisions of this Agreement.  (e)Periodic Adjustments of Minimum
Rent. 
Effective as of January 1, 2018 and each January 1 thereafter  19


throughout
the First Extended Term (each, an Effective Date), Minimum Rent shall
automatically be adjusted to equal the product derived by multiplying the
annual rate of Minimum Rent payable under this Agreement immediately prior to
the respective Effective Date by 1.03.  3.1.2[Intentionally
omitted.]  3.1.3Additional
Charges. In addition to the
Minimum Rent payable hereunder, Tenant shall pay (or cause to be paid) to the
appropriate parties and discharge (or cause to be discharged) as and when due
and payable the following (collectively, Additional Charges):  (a)Impositions. Subject to Article 8 relating to
permitted contests, Tenant shall pay, or cause to be paid, all Impositions
before any fine, penalty, interest or cost (other than any opportunity cost as
a result of a failure to take advantage of any discount for early payment) may
be added for non-payment, such payments to be made directly to the taxing
authorities where feasible, and shall promptly, upon request, furnish to
Landlord copies of official receipts or other reasonably satisfactory proof
evidencing such payments.  If any such
Imposition may, at the option of the taxpayer, lawfully be paid in installments
(whether or not interest shall accrue on the unpaid balance of such
Imposition), Tenant may exercise the option to pay the same (and any accrued
interest on the unpaid balance of such Imposition) in installments and, in such
event, shall pay, or cause to pay, such installments during the Term as the
same become due and before any fine, penalty, premium, further interest or cost
may be added thereto.  Landlord, at its
expense, shall, to the extent required or permitted by Applicable Law, prepare
and file, or cause to be prepared and filed, all tax returns and pay all taxes
due in respect of Landlords net income, gross receipts, sales and use, single
business, transaction privilege, rent, ad valorem, franchise taxes and taxes on
its capital stock or other equity interests, and Tenant, at its expense, shall,
to the extent required or permitted by Applicable Laws and regulations, prepare
and file all other tax returns and reports in respect of any Imposition as may
be required by Government Agencies. 
Provided no Event of Default shall have occurred and be continuing, if
any refund shall be due from any taxing authority in respect of any Imposition
paid by or on behalf of Tenant, the same shall be paid over to or retained by
Tenant.  Landlord and Tenant shall, upon
request of the other, provide such data as is maintained by the party to whom
the request is made with respect to the  20


Leased Property as may be
necessary to prepare any required returns and reports.  In the event Government Agencies classify any
property covered by this Agreement as personal property, Tenant shall file, or
cause to be filed, all personal property tax returns in such jurisdictions
where it may legally so file.  Each party
shall, to the extent it possesses the same, provide the other, upon request,
with cost and depreciation records necessary for filing returns for any
property so classified as personal property. 
Where Landlord is legally required to file personal property tax returns
for property covered by this Agreement, Landlord shall provide Tenant with
copies of assessment notices in sufficient time for Tenant to file a
protest.  All Impositions assessed
against such personal property shall be (irrespective of whether Landlord or
Tenant shall file the relevant return) paid by Tenant not later than the last
date on which the same may be made without interest or penalty, subject to the
provisions of Article 8.  Landlord shall give
prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which
Landlord at any time has knowledge; provided, however, that
Landlords failure to give any such notice shall in no way diminish Tenants
obligation hereunder to pay such Impositions.  (b)           Utility Charges. Tenant shall pay or cause to be paid
all charges for electricity, power, gas, oil, water and other utilities used in
connection with the Leased Property.  (c)           Insurance Premiums. Tenant shall pay or cause to be paid
all premiums for the insurance coverage required to be maintained pursuant to Article 9.  (d)           Other Charges. Tenant shall pay or cause to be paid all other
amounts, liabilities and obligations, including, without limitation, ground
rents, if any, and all amounts payable under any equipment leases and all
agreements to indemnify Landlord under Sections 4.4.2 and 9.5.  (e)           Reimbursement for
Additional Charges. If
Tenant pays or causes to be paid property taxes or similar or other Additional
Charges attributable to periods after the end of the Term, whether upon
expiration or sooner termination of this Agreement (other than termination by
reason of an Event of Default), Tenant may, within a reasonable time after the
end of the Term, provide Notice  21


to Landlord of its
estimate of such amounts.  Landlord shall
promptly reimburse Tenant for all payments of such taxes and other similar
Additional Charges that are attributable to any period after the Term of this
Agreement.  3.2          Late
Payment of Rent, Etc. 
If any installment of Minimum Rent or Additional Charges (but only as to
those Additional Charges which are payable directly to Landlord) shall not be
paid within ten (10) days after its due date, Tenant shall pay Landlord,
on demand, as Additional Charges, a late charge (to the extent permitted by
law) computed at the Overdue Rate on the amount of such installment, from the
due date of such installment to the date of payment thereof. To the extent that
Tenant pays any Additional Charges directly to Landlord or any Facility
Mortgagee pursuant to any requirement of this Agreement, Tenant shall be
relieved of its obligation to pay such Additional Charges to the Entity to
which they would otherwise be due.  If
any payments due from Landlord to Tenant shall not be paid within ten (10) days
after its due date, Landlord shall pay to Tenant, on demand, a late charge (to
the extent permitted by law) computed at the Overdue Rate on the amount of such
installment from the due date of such installment to the date of payment
thereof.  In the
event of any failure by Tenant to pay any Additional Charges when due, Tenant
shall promptly pay and discharge, as Additional Charges, every fine, penalty,
interest and cost which is added for non-payment or late payment of such
items.  Landlord shall have all legal,
equitable and contractual rights, powers and remedies provided either in this
Agreement or by statute or otherwise in the case of non-payment of the Additional
Charges as in the case of non-payment of the Minimum Rent.  3.3          Net
Lease. The Rent
shall be absolutely net to Landlord so that this Agreement shall yield to
Landlord the full amount of the installments or amounts of the Rent throughout
the Term, subject to any other provisions of this Agreement which expressly
provide otherwise, including those provisions for adjustment or abatement of
such Rent.  3.4          No
Termination, Abatement, Etc.  Except as otherwise specifically provided in
this Agreement, each of Landlord and Tenant, to the maximum extent permitted by
law, shall remain bound by this Agreement in accordance with its terms and
shall not take any action without the consent of the other to modify, surrender
or terminate this Agreement.  In addition,
except as otherwise expressly provided in this Agreement, Tenant shall not  22


seek,
or be entitled to, any abatement, deduction, deferment or reduction of the
Rent, or set-off against the Rent, nor shall the respective obligations of
Landlord and Tenant be otherwise affected by reason of (a) any damage to
or destruction of the Leased Property, or any portion thereof, from whatever
cause or any Condemnation, (b) the lawful or unlawful prohibition of, or
restriction upon, Tenants use of the Leased Property, or any portion thereof,
or the interference with such use by any Person or by reason of eviction by
paramount title; (c) any claim which Tenant may have against Landlord by
reason of any default (other than a monetary default) or breach of any warranty
by Landlord under this Agreement or any other agreement between Landlord and
Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy,
insolvency, reorganization, composition, readjustment, liquidation,
dissolution, winding up or other proceedings affecting Landlord or any assignee
or transferee of Landlord; or (e) for any other cause whether similar or
dissimilar to any of the foregoing (other than a monetary default by
Landlord).  Except as otherwise
specifically provided in this Agreement, Tenant hereby waives all rights
arising from any occurrence whatsoever, which may now or hereafter be conferred
upon it by law (a) to modify, surrender or terminate this Agreement or
quit or surrender the Leased Property, or any portion thereof, or (b) which
would entitle Tenant to any abatement, reduction, suspension or deferment of
the Rent or other sums payable or other obligations to be performed by Tenant
hereunder.  The obligations of Tenant
hereunder shall be separate and independent covenants and agreements, and the
Rent and all other sums payable by Tenant hereunder shall continue to be
payable in all events unless the obligations to pay the same shall be
terminated pursuant to the express provisions of this Agreement.  ARTICLE 4  USE OF THE LEASED
PROPERTY  4.1          Permitted
Use.  4.1.1           Permitted Use.  (a)           Tenant shall, at all times during the
Term, and at any other time that Tenant shall be in possession of any Property,
continuously use and operate, or cause to be used and operated, such Property
as a skilled nursing/ intermediate care/independent living/assisted living/
special care/group home facility as currently operated, and any uses incidental
thereto.  Tenant shall not use (and shall
not permit any Person to use) any Property, or any  23


portion thereof, for any
other use without the prior written consent of Landlord, which approval shall
not be unreasonably withheld, delayed or conditioned.  No use shall be made or permitted to be made
of any Property and no acts shall be done thereon which will cause the
cancellation of any insurance policy covering such Property or any part thereof
(unless another adequate policy is available) or which would constitute a
default under any ground lease affecting such Property, nor shall Tenant sell
or otherwise provide to residents or patients therein, or permit to be kept,
used or sold in or about any Property any article which may be prohibited by
law or by the standard form of fire insurance policies, or any other insurance
policies required to be carried hereunder, or fire underwriters
regulations.  Tenant shall, at its sole
cost (except as expressly provided in Section 5.1.2(b)), comply or
cause to be complied with all Insurance Requirements.  Tenant shall not take or omit to take, or
permit to be taken or omitted to be taken, any action, the taking or omission
of which materially impairs the value or the usefulness of any Property or any
part thereof for its Permitted Use.  (b)           In the event that, in the reasonable
determination of Tenant, it shall no longer be economically practical to
operate any Property as currently operated,Tenant shall
give Landlord Notice thereof, which Notice shall set forth in reasonable detail
the reasons therefor.  Thereafter,
Landlord and Tenant shall negotiate in good faith to agree on an alternative
use for such Property and other related matters; provided, however,
in no event shall the Minimum Rent be reduced or abated as a result
thereof.  If Landlord and Tenant fail to
agree on an alternative use for such Property within sixty (60) days after
commencing negotiations as aforesaid, Tenant may market such Property for sale
to a third party.  If Tenant receives a
bona fide offer (an Offer) to purchase such Property from a Person
having the financial capacity to implement the terms of such Offer, Tenant
shall give Landlord Notice thereof, which Notice shall include a copy of the
Offer executed by such third party.  In
the event that Landlord shall fail to accept or reject such Offer within thirty
(30) days after receipt of such Notice, such Offer shall be deemed to be
rejected by Landlord.  If Landlord shall
sell the Property pursuant to such Offer, then, effective as of the date of
such sale, this Agreement shall terminate with respect to such Property, and
the Minimum Rent shall be reduced by an amount equal to the product of the net
proceeds of sale  24


received by Landlord
multiplied by the Interest Rate.  If
Landlord shall reject (or be deemed to have rejected) such Offer, then,
effective as of the proposed date of such sale, this Agreement shall terminate
with respect to such Property, and the Minimum Rent shall be reduced by an amount
equal to the product of the projected net proceeds determined by reference to
such Offer multiplied by the Interest Rate.  4.1.2           Necessary
Approvals. Tenant
shall proceed with all due diligence and exercise reasonable efforts to obtain
and maintain, or cause to be obtained and maintained, all approvals necessary
to use and operate, for its Permitted Use, each Property and the Facility
located thereon under applicable law and, without limiting the foregoing, shall
exercise reasonable efforts to maintain (or cause to be maintained) appropriate
certifications for reimbursement and licensure.  4.1.3           Lawful
Use, Etc. Tenant
shall not, and shall not permit any Person to use or suffer or permit the use
of any Property or Tenants Personal Property, if any, for any unlawful
purpose.  Tenant shall not, and shall not
permit any Person to, commit or suffer to be committed any waste on any
Property, or in any Facility, nor shall Tenant cause or permit any unlawful
nuisance thereon or therein.  Tenant
shall not, and shall not permit any Person to, suffer nor permit any Property,
or any portion thereof, to be used in such a manner as (a) may materially
and adversely impair Landlords title thereto or to any portion thereof, or (b) may
reasonably allow a claim or claims for adverse usage or adverse possession by
the public, as such, or of implied dedication of such Property, or any portion
thereof.  4.2          Compliance
with Legal/Insurance Requirements, Etc. Subject to the provisions of Section 5.1.2(b) and
Article 8, Tenant, at its sole expense, shall (a) comply with
(or cause to be complied with) all material Legal Requirements and Insurance
Requirements in respect of the use, operation, maintenance, repair, alteration
and restoration of any Property and with the terms and conditions of any ground
lease affecting any Property, (b) perform (or cause to be performed) in a
timely fashion all of Landlords obligations under any ground lease affecting
any Property and (c) procure, maintain and comply with (or cause to be
procured, maintained and complied with) all material licenses, certificates of
need, permits, provider agreements and other authorizations and agreements
required for any use of any Property and Tenants Personal Property, if any,
then being made, and for the proper erection, installation, operation and
maintenance of the Leased Property or any part thereof.  25


4.3          Compliance
with Medicaid and Medicare Requirements.  Tenant, at its sole cost and expense, shall make
(or shall cause to be made), whatever improvements (capital or ordinary) as are
required to conform each Property to such standards as may, from time to time,
be required by Federal Medicare (Title 18) or Medicaid (Title 19) for skilled
and/or intermediate care nursing programs, to the extent Tenant is a
participant in such programs with respect to such Property, or any other
applicable programs or legislation, or capital improvements required by any
other governmental agency having jurisdiction over any Property as a condition
of the continued operation of such Property for its Permitted Use.  4.4          Environmental
Matters.  4.4.1           Restriction
on Use, Etc. During the Term and any other time that Tenant
shall be in possession of any Property, Tenant shall not, and shall not permit
any Person to, store, spill upon, dispose of or transfer to or from such
Property any Hazardous Substance, except in compliance with all Applicable
Laws.  During the Term and any other time
that Tenant shall be in possession of any Property, Tenant shall maintain (or
shall cause to be maintained) such Property at all times free of any Hazardous
Substance (except in compliance with all Applicable Laws).  Tenant shall promptly:  (a) upon receipt of notice or knowledge,
notify Landlord in writing of any material change in the nature or extent of
Hazardous Substances at any Property, (b) transmit to Landlord a copy of
any report which is required to be filed by Tenant or any Manager with respect
to any Property pursuant to SARA Title III or any other Applicable Law, (c) transmit
to Landlord copies of any citations, orders, notices or other governmental
communications received by Tenant or any Manager or their respective agents or
representatives with respect thereto (collectively, Environmental Notice),
which Environmental Notice requires a written response or any action to be
taken and/or if such Environmental Notice gives notice of and/or presents a
material risk of any material violation of any Applicable Law and/or presents a
material risk of any material cost, expense, loss or damage (an Environmental
Obligation), (d) observe and comply with (or cause to be observed and
complied with) all Applicable Laws relating to the use, maintenance and
disposal of Hazardous Substances and all orders or directives from any
official, court or agency of competent jurisdiction relating to the use or
maintenance or requiring the removal, treatment, containment or other
disposition thereof, and (e) pay or otherwise dispose (or cause to be paid
or otherwise disposed) of any fine, charge or Imposition related thereto,
unless Tenant or any Manager shall  26


contest the same in good faith and by appropriate proceedings and the
right to use and the value of any of the Leased Property is not materially and
adversely affected thereby.  If, at
any time prior to the termination of this Agreement, Hazardous Substances
(other than those maintained in accordance with Applicable Laws) are discovered
on any Property, subject to Tenants right to contest the same in accordance
with Article 8, Tenant shall take (and shall cause to be taken) all
actions and incur any and all expenses, as are required by any Government
Agency and by Applicable Law, (x) to clean up and remove from and about
such Property all Hazardous Substances thereon, (y) to contain and prevent
any further release or threat of release of Hazardous Substances on or about
such Property and (z) to use good faith efforts to eliminate any further
release or threat of release of Hazardous Substances on or about such Property.  4.4.2           Indemnification
of Landlord. Tenant shall protect, indemnify and hold
harmless Landlord and each Facility Mortgagee, their trustees, officers,
agents, employees and beneficiaries, and any of their respective successors or
assigns with respect to this Agreement (collectively, the Indemnitees
and, individually, an Indemnitee) for, from and against any and all
debts, liens, claims, causes of action, administrative orders or notices,
costs, fines, penalties or expenses (including, without limitation, reasonable
attorneys fees and expenses) imposed upon, incurred by or asserted against any
Indemnitee resulting from, either directly or indirectly, the presence in, upon
or under the soil or ground water of any Property or any properties surrounding
such Property of any Hazardous Substances in violation of any Applicable Law,
except to the extent the same arise from the acts or omissions of Landlord or
any other Indemnitee or during any period that Landlord or a Person designated
by Landlord (other than Tenant) is in possession of such Property from and
after the Commencement Date for such Property. 
Tenants duty herein includes, but is not limited to, costs associated
with personal injury or property damage claims as a result of the presence
prior to the expiration or sooner termination of the Term and the surrender of
such Property to Landlord in accordance with the terms of this Agreement of
Hazardous Substances in, upon or under the soil or ground water of such
Property in violation of any Applicable Law. 
Upon Notice from Landlord and any other of the Indemnitees, Tenant shall
undertake the defense, at Tenants sole cost and expense, of any
indemnification duties set forth herein, in which event, Tenant shall not be
liable for payment of any duplicative attorneys fees incurred by any
Indemnitee.  27


Tenant
shall, upon demand, pay (or cause to be paid) to Landlord, as an Additional
Charge, any cost, expense, loss or damage (including, without limitation,
reasonable attorneys fees) reasonably incurred by Landlord and arising from a
failure of Tenant to observe and perform 
(or to cause to be observed and performed) the requirements of this Section 4.4,
which amounts shall bear interest from the date ten (10) Business Days
after written demand therefor is given to Tenant until paid by Tenant to
Landlord at the Overdue Rate.  4.4.3           Survival. The provisions of this
Section 4.4 shall survive the expiration or sooner termination of
this Agreement.  ARTICLE 5  MAINTENANCE AND
REPAIRS  5.1          Maintenance
and Repair.  5.1.1           Tenants
General Obligations. Tenant shall keep (or cause to be kept), at
Tenants sole cost and expense, the Leased Property and all private roadways,
sidewalks and curbs appurtenant thereto (and Tenants Personal Property) in
good order and repair, reasonable wear and tear excepted (whether or not the
need for such repairs occurs as a result of Tenants or any Managers use, any prior
use, the elements or the age of the Leased Property or Tenants Personal
Property or any portion thereof), and shall promptly make or cause to be made
all necessary and appropriate repairs and replacements to each Property of
every kind and nature, whether interior or exterior, structural or
nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by
reason of a condition existing prior to the Commencement Date for such Property
(concealed or otherwise).  All repairs
shall be made in a good, workmanlike manner, consistent with industry standards
for comparable Facilities in like locales, in accordance with all applicable
federal, state and local statutes, ordinances, codes, rules and
regulations relating to any such work. 
Tenant shall not take or omit to take (or permit any Person to take or
omit to take) any action, the taking or omission of which would materially and
adversely impair the value or the usefulness of the Leased Property or any
material part thereof for its Permitted Use. 
Tenants obligations under this Section 5.1.1 shall be
limited in the event of any casualty or Condemnation as set forth in Article 10
andArticle 11 and Tenants obligations with respect to Hazardous
Substances are as set forth in Section 4.4.  28


5.1.2           Landlords
Obligations.  (a)           Except as otherwise expressly
provided in this Agreement, Landlord shall not, under any circumstances, be
required to build or rebuild any improvement on the Leased Property, or to make
any repairs, replacements, alterations, restorations or renewals of any nature
or description to the Leased Property, whether ordinary or extraordinary,
structural or nonstructural, foreseen or unforeseen, or to make any expenditure
whatsoever with respect thereto, or to maintain the Leased Property in any
way.  Except as otherwise expressly
provided in this Agreement, Tenant hereby waives, to the maximum extent
permitted by law, the right to make repairs at any Property at the expense of
Landlord pursuant to any law in effect on the Commencement Date for such
Property or thereafter enacted.  Landlord
shall have the right to give, record and post, as appropriate, notices of
nonresponsibility under any mechanics lien laws now or hereafter existing.  (b)           If, pursuant to the terms of this
Agreement, Tenant is required to make any expenditures in connection with any
repair, maintenance or renovation with respect to any Property, Tenant may, at
its election, advance such funds or give Landlord Notice thereof, which Notice
shall set forth, in reasonable detail, the nature of the required repair,
renovation or replacement, the estimated cost thereof and such other
information with respect thereto as Landlord may reasonably require.  Provided that no Event of Default shall have
occurred and be continuing and Tenant shall otherwise comply with the
applicable provisions of Article 6, Landlord shall, within ten (10) Business
Days after such Notice, subject to and in accordance with the applicable
provisions of Article 6, disburse such required funds to Tenant
(or, if Tenant shall so elect, directly to the Manager or any other Person
performing the required work) and, upon such disbursement, the Minimum Rent
shall be adjusted as provided in Section 3.1.1(c).  Notwithstanding the foregoing, Landlord may
elect not to disburse such required funds to Tenant; provided, however, that if
Landlord shall elect not to disburse such required funds as aforesaid, Tenants
obligation to make such required repair, renovation or replacement shall be
deemed waived by Landlord, and, notwithstanding anything contained in this
Agreement to the contrary, Tenant shall have no obligation to make such
required repair, renovation or replacement.  5.1.3           Nonresponsibility
of Landlord, Etc. All materialmen, contractors, artisans, mechanics
and laborers and  29


other persons contracting with Tenant with respect to the Leased
Property, or any part thereof, are hereby charged with notice that liens on the
Leased Property or on Landlords interest therein are expressly prohibited and
that they must look solely to Tenant to secure payment for any work done or
material furnished to Tenant or any Manager or for any other purpose during the
term of this Agreement.  Nothing
contained in this Agreement shall be deemed or construed in any way as
constituting the consent or request of Landlord, express or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or
materialmen for the performance of any labor or the furnishing of any materials
for any alteration, addition, improvement or repair to the Leased Property or
any part thereof or as giving Tenant any right, power or authority to contract
for or permit the rendering of any services or the furnishing of any materials that
would give rise to the filing of any lien against the Leased Property or any
part thereof nor to subject Landlords estate in the Leased Property or any
part thereof to liability under any mechanics lien law of any State in any
way, it being expressly understood Landlords estate shall not be subject to
any such liability.  5.2          Tenants
Personal Property. Tenant shall provide and maintain (or cause to
be provided and maintained) throughout the Term all such Tenants Personal
Property as shall be necessary in order to operate in compliance with
applicable material Legal Requirements and Insurance Requirements and otherwise
in accordance with customary practice in the industry for the Permitted
Use.  If, from and after the Commencement
Date with respect to any Property, Tenant acquires an interest in any item of
tangible personal property (other than motor vehicles) on, or in connection
with, the Leased Property, or any portion thereof, which belongs to anyone
other than Tenant, Tenant shall require the agreements permitting such use to
provide that Landlord or its designee may assume Tenants rights and
obligations under such agreement upon Landlords purchase of the same in
accordance with the provisions of Article 15 and the assumption of
management or operation of the Facility by Landlord or its designee.  5.3          Yield
Up. Upon the
expiration or sooner termination of this Agreement (or the termination of this
Agreement with respect to any Property), Tenant shall vacate and surrender the
Leased Property or such Property (as applicable) to Landlord in substantially
the same condition in which such Property was in on its Commencement Date,
except as repaired, rebuilt, restored, altered or added to as permitted or
required by the provisions of this Agreement, reasonable wear and tear excepted
(and  30


casualty
damage and Condemnation, in the event that this Agreement is terminated
following a casualty or Condemnation in accordance with Article 10
or Article 11 excepted).  In
addition, upon the expiration or earlier termination of this Agreement, Tenant
shall, at Landlords sole cost and expense, use its good faith efforts to
transfer (or cause to be transferred) to and cooperate with Landlord or
Landlords nominee in connection with the processing of all applications for
licenses, operating permits and other governmental authorizations and all
contracts, including contracts with governmental or quasi-governmental Entities
which may be necessary for the use and operation of the Facility as then
operated.  If requested by Landlord,
Tenant shall continue to manage one or more of the Facilities after the
expiration of the Term for up to one hundred eighty (180) days, on such reasonable
terms (which shall include an agreement to reimburse Tenant for its reasonable
out-of-pocket costs and expenses, and reasonable administrative costs), as
Landlord shall reasonably request.  5.4          Management
Agreement.  Tenant
shall not, without Landlords prior written consent (which consent shall not be
unreasonably withheld, delayed or conditioned), enter into, amend or modify the
provisions of any Management Agreement with respect to any Property.  Any Management Agreement entered into
pursuant to the provisions of this Section 5.4 shall be subordinate
to this Agreement and shall provide, inter  alia, that all amounts
due from Tenant to Manager thereunder shall be subordinate to all amounts due
from Tenant to Landlord (provided that, as long as no Event of Default has
occurred and is continuing, Tenant may pay all amounts due to Manager
thereunder pursuant to such Management Agreement) and for termination thereof,
at Landlords option, upon the termination of this Agreement.  Tenant shall not take any action, grant any
consent or permit any action under any such Management Agreement which might
have a material adverse effect on Landlord, without the prior written consent
of Landlord, which consent shall not be unreasonably withheld, delayed or
conditioned.  ARTICLE 6  IMPROVEMENTS, ETC.  6.1          Improvements
to the Leased Property.Tenant
shall not make, construct or install (or permit to be made, constructed or
installed) any Capital Additions without, in each instance, obtaining Landlords
prior written consent, which consent shall not be unreasonably withheld,
delayed or conditioned provided that (a) construction or installation of
the same would not  31


adversely
affect or violate any material Legal Requirement or Insurance Requirement
applicable to any Property and (b) Landlord shall have received an Officers
Certificate certifying as to the satisfaction of the conditions set out in
clause (a) above; provided, however, that no such consent
shall be required in the event immediate action is required to prevent imminent
harm to person or property.  Prior to
commencing construction of any Capital Addition, Tenant shall submit to
Landlord, in writing, a proposal setting forth, in reasonable detail, any such
proposed improvement and shall provide to Landlord such plans and
specifications, and such permits, licenses, contracts and such other
information concerning the same as Landlord may reasonably request.  Landlord shall have thirty (30) days to
review all materials submitted to Landlord in connection with any such
proposal.  Failure of Landlord to respond
to Tenants proposal within thirty (30) days after receipt of all information
and materials requested by Landlord in connection with the proposed improvement
shall be deemed to constitute approval of the same.  Without limiting the generality of the
foregoing, such proposal shall indicate the approximate projected cost of
constructing such proposed improvement and the use or uses to which it will be
put.  No Capital Addition shall be made
which would tie in or connect any Leased Improvements with any other
improvements on property adjacent to any Property (and not part of the Land)
including, without limitation, tie-ins of buildings or other structures or
utilities.  Except as permitted herein,
Tenant shall not finance the cost of any construction of such improvement by
the granting of a lien on or security interest in the Leased Property or such
improvement, or Tenants interest therein, without the prior written consent of
Landlord, which consent may be withheld by Landlord in Landlords sole
discretion.  Any such improvements shall,
upon the expiration or sooner termination of this Agreement, remain or pass to
and become the property of Landlord, free and clear of all encumbrances other
than Permitted Encumbrances.  6.2          Salvage. All materials which
are scrapped or removed in connection with the making of either Capital
Additions or non-Capital Additions or repairs required by Article 5
shall be or become the property of the party that paid for such work.  ARTICLE 7  LIENS  7.1          Liens. Subject to Article 8,
Tenant shall use its best efforts not, directly or indirectly, to create or
allow to remain and shall promptly discharge (or cause to be discharged), at
its expense, any lien, encumbrance, attachment, title  32


retention
agreement or claim upon the Leased Property, or any portion thereof, or Tenants
leasehold interest therein or any attachment, levy, claim or encumbrance in
respect of the Rent, other than (a) Permitted Encumbrances, (b) restrictions,
liens and other encumbrances which are consented to in writing by Landlord, (c) liens
for those taxes of Landlord which Tenant is not required to pay hereunder, (d) subleases
permitted by Article 16, (e) liens for Impositions or for sums
resulting from noncompliance with Legal Requirements so long as (i) the
same are not yet due and payable, or (ii) are being contested in
accordance with Article 8, (f) liens of mechanics, laborers,
materialmen, suppliers or vendors incurred in the ordinary course of business
that are not yet due and payable or are for sums that are being contested in
accordance with Article 8, (g) any Facility Mortgages or other
liens which are the responsibility of Landlord pursuant to the provisions of Article 20
and (h) Landlord Liens and any other voluntary liens created by Landlord.  7.2          Landlords
Lien. In addition
to any statutory landlords lien and in order to secure payment of the Rent and
all other sums payable hereunder by Tenant, and to secure payment of any loss,
cost or damage which Landlord may suffer by reason of Tenants breach of this
Agreement, Tenant hereby grants unto Landlord, to the maximum extent permitted
by Applicable Law, a security interest in and an express contractual lien upon
Tenants Personal Property (except motor vehicles), and Tenants interest in
all ledger sheets, files, records, documents and instruments (including,
without limitation, computer programs, tapes and related electronic data
processing) relating to the operation of the Facilities (the Records)
and all proceeds therefrom, subject to any Permitted Encumbrances; and such
Tenants Personal Property shall not be removed from the Leased Property at any
time when an Event of Default has occurred and is continuing.  Upon
Landlords request, Tenant shall execute and deliver to Landlord financing
statements in form sufficient to perfect the security interest of Landlord in
Tenants Personal Property and the proceeds thereof in accordance with the provisions
of the applicable laws of the State. 
During the continuance of an Event of Default, Tenant hereby grants
Landlord an irrevocable limited power of attorney, coupled with an interest, to
execute all such financing statements in Tenants name, place and stead.  The security interest herein granted is in
addition to any statutory lien for the Rent.  33


ARTICLE 8  PERMITTED CONTESTS  Tenant
shall have the right to contest the amount or validity of any Imposition, Legal
Requirement, Insurance Requirement, Environmental Obligation, lien, attachment,
levy, encumbrance, charge or claim (collectively, Claims) as to the
Leased Property, by appropriate legal proceedings, conducted in good faith and
with due diligence, provided that (a) the foregoing shall in no way be
construed as relieving, modifying or extending Tenants obligation to pay (or
cause to be paid) any Claims as finally determined, (b) such contest shall
not cause Landlord or Tenant to be in default under any mortgage or deed of
trust encumbering the Leased Property, or any portion thereof (Landlord
agreeing that any such mortgage or deed of trust shall permit Tenant to
exercise the rights granted pursuant to this Article 8) or any
interest therein or result in or reasonably be expected to result in a lien
attaching to the Leased Property, or any portion thereof, (c) no part of
the Leased Property nor any Rent therefrom shall be in any immediate danger of
sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and
hold harmless Landlord from and against any cost, claim, damage, penalty or
reasonable expense, including reasonable attorneys fees, incurred by Landlord
in connection therewith or as a result thereof. 
Landlord agrees to join in any such proceedings if required legally to
prosecute such contest, provided that Landlord shall not thereby be subjected
to any liability therefor (including, without limitation, for the payment of
any costs or expenses in connection therewith) unless Tenant agrees by
agreement in form and substance reasonably satisfactory to Landlord, to assume
and indemnify Landlord with respect to the same.  Tenant shall be entitled to any refund of any
Claims and such charges and penalties or interest thereon which have been paid
by Tenant or paid by Landlord to the extent that Landlord has been fully
reimbursed by Tenant.  If Tenant shall
fail (x) to pay or cause to be paid any Claims when finally determined, (y) to
provide reasonable security therefor or (z) to prosecute or cause to be
prosecuted any such contest diligently and in good faith, Landlord may, upon
reasonable notice to Tenant (which notice shall not be required if Landlord
shall reasonably determine that the same is not practicable), pay such charges,
together with interest and penalties due with respect thereto, and Tenant shall
reimburse Landlord therefor, upon demand, as Additional Charges.  34


ARTICLE 9  INSURANCE AND
INDEMNIFICATION  9.1          General
Insurance Requirements. Tenant shall, at all times during the Term and
at any other time Tenant shall be in possession of any Property, or any portion
thereof, keep (or cause to be kept) such Property and all property located
therein or thereon, insured against the risks and in such amounts as is against
such risks and in such amounts as Landlord shall reasonably require and may be
commercially reasonable.  Tenant shall
prepare a proposal setting forth the insurance Tenant proposes to be maintained
with respect to each Property during the ensuing Fiscal Year and shall submit
such proposal to Landlord on or before December 1 of the preceding Lease
Year for Landlords review and approval, which approval shall not be
unreasonably withheld, delayed or conditioned. 
In the event that Landlord shall fail to respond within thirty (30) days
after receipt of such proposal, such proposal shall be deemed approved.  9.2          Waiver
of Subrogation. Landlord and Tenant agree that (insofar as and
to the extent that such agreement may be effective without invalidating or
making it impossible to secure insurance coverage from responsible insurance
companies doing business in any State) with respect to any property loss which
is covered by insurance then being carried by Landlord or Tenant, the party
carrying such insurance and suffering said loss releases the others of and from
any and all claims with respect to such loss; and they further agree that their
respective insurance companies (and, if Landlord or Tenant shall self insure in
accordance with the terms hereof, Landlord or Tenant, as the case may be) shall
have no right of subrogation against the other on account thereof, even though
extra premium may result therefrom.  In
the event that any extra premium is payable by Tenant as a result of this
provision, Landlord shall not be liable for reimbursement to Tenant for such
extra premium.  9.3          Form Satisfactory,
Etc. All insurance
policies and endorsements required pursuant to this Article 9 shall
be fully paid for, nonassessable, and issued by reputable insurance companies
authorized to do business in the State and having a general policy holders
rating of no less than A in Bests latest rating guide.  All property, business interruption,
liability and flood insurance policies with respect to each Property shall
include no deductible in excess of Two Hundred Fifty Thousand Dollars
($250,000).  At all times, all property,
business interruption, liability and flood insurance policies,  35


with
the exception of workers compensation insurance coverage, shall name Landlord
and any Facility Mortgagee as additional insureds, as their interests may
appear.  All loss adjustments shall be
payable as provided in Article 10, except that losses under
liability and workers compensation insurance policies shall be payable
directly to the party entitled thereto. 
Tenant shall cause all insurance premiums to be paid and shall deliver
(or cause to be delivered) policies or certificates thereof to Landlord prior
to their effective date (and, with respect to any renewal policy, prior to the
expiration of the existing policy).  All
such policies shall provide Landlord (and any Facility Mortgagee if required by
the same) thirty (30) days prior written notice of any material change or
cancellation of such policy.  In the
event Tenant shall fail to effect (or cause to be effected) such insurance as
herein required, to pay (or cause to be paid) the premiums therefor or to
deliver (or cause to be delivered) such policies or certificates to Landlord or
any Facility Mortgagee at the times required, Landlord shall have the right,
but not the obligation, upon Notice to Tenant, to acquire such insurance and
pay the premiums therefor, which amounts shall be payable to Landlord, upon
demand, as Additional Charges, together with interest accrued thereon at the
Overdue Rate from the date such payment is made until (but excluding) the date
repaid.  9.4          No
Separate Insurance; Self-Insurance. Tenant shall not take (or permit any Person to
take) out separate insurance, concurrent in form or contributing in the event
of loss with that required by this Article 9, or increase the
amount of any existing insurance by securing an additional policy or additional
policies, unless all parties having an insurable interest in the subject matter
of such insurance, including Landlord and all Facility Mortgagees, are included
therein as additional insureds and the loss is payable under such insurance in
the same manner as losses are payable under this Agreement.  In the event Tenant shall take out any such
separate insurance or increase any of the amounts of the then existing
insurance, Tenant shall give Landlord prompt Notice thereof.  Tenant shall not self-insure (or permit any
Person to self-insure).  9.5          Indemnification
of Landlord. Notwithstanding the existence of any insurance
provided for herein and without regard to the policy limits of any such
insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from
and against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and reasonable expenses (including, without limitation,
reasonable attorneys fees), to the maximum extent permitted by law, imposed
upon or incurred by  36


or
asserted against Landlord by reason of the following, except to the extent
caused by Landlords gross negligence or willful misconduct:  (a) any accident, injury to or death of
persons or loss of or damage to property occurring on or about any Property or
portion thereof or adjoining sidewalks or rights of way, (b) any past,
present or future use, misuse, non-use, condition, management, maintenance or
repair by Tenant, any Manager or anyone claiming under any of them or Tenants
Personal Property or any litigation, proceeding or claim by governmental
entities or other third parties to which Landlord is made a party or
participant relating to any Property or portion thereof or Tenants Personal
Property or such use, misuse, non-use, condition, management, maintenance, or
repair thereof including, failure to perform obligations (other than
Condemnation proceedings) to which Landlord is made a party, (c) any
Impositions that are the obligations of Tenant to pay pursuant to the
applicable provisions of this Agreement, and (d) any failure on the part
of Tenant or anyone claiming under Tenant to perform or comply with any of the
terms of this Agreement.  Tenant, at its
expense, shall contest, resist and defend any such claim, action or proceeding
asserted or instituted against Landlord (and shall not be responsible for any
duplicative attorneys fees incurred by Landlord) or may compromise or
otherwise dispose of the same, with Landlords prior written consent (which
consent may not be unreasonably withheld, delayed or conditioned).  The obligations of Tenant under this Section 9.5
are in addition to the obligations set forth in Section 4.4 and
shall survive the termination of this Agreement.  ARTICLE 10  CASUALTY  10.1        Insurance
Proceeds. Except
as provided in the last clause of this sentence, all proceeds payable by reason
of any loss or damage to any Property, or any portion thereof, and insured
under any policy of insurance required by Article 9 (other than the
proceeds of any business interruption insurance) shall be paid directly to
Landlord (subject to the provisions of Section 10.2) and all loss
adjustments with respect to losses payable to Landlord shall require the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
delayed or conditioned; provided, however, that, so long as no
Event of Default shall have occurred and be continuing, all such proceeds less
than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid
directly to Tenant and such losses may be adjusted without Landlords
consent.  If Tenant is required to
reconstruct or repair any Property as provided  37


herein,
such proceeds shall be paid out by Landlord from time to time for the
reasonable costs of reconstruction or repair of such Property necessitated by
such damage or destruction, subject to and in accordance with the provisions of
Section 10.2.4.  Provided no
Default or Event of Default has occurred and is continuing, any excess proceeds
of insurance remaining after the completion of the restoration shall be paid to
Tenant.  In the event that the provisions
of Section 10.2.1 are applicable, the insurance proceeds shall be
retained by the party entitled thereto pursuant to Section 10.2.1.  10.2        Damage or Destruction.  10.2.1         Damage
or Destruction of Leased Property.  If, during the Term, any Property shall be
totally or partially destroyed and the Facility located thereon is thereby
rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by
the giving of Notice thereof to the other, terminate this Agreement with
respect to such affected Property, whereupon, this Agreement shall terminate
with respect to such affected Property and Landlord shall be entitled to retain
the insurance proceeds payable on account of such damage.  In such event, Tenant shall pay to Landlord
the amount of any deductible under the insurance policies covering such
Facility, the amount of any uninsured loss and any difference between the
replacement cost of the affected Property and the casualty insurance proceeds
therefor.  10.2.2         Partial
Damage or Destruction. If, during the Term, any Property shall be
totally or partially destroyed but the Facility is not rendered Unsuitable for
Its Permitted Use, Tenant shall, subject to Section 10.2.3,
promptly restore such Facility as provided in Section 10.2.4.  10.2.3         Insufficient
Insurance Proceeds. 
If the cost of the repair or restoration of the applicable Facility
exceeds the amount of insurance proceeds received by Landlord and Tenant
pursuant to Section 9.1, Tenant shall give Landlord Notice thereof
which notice shall set forth in reasonable detail the nature of such deficiency
and whether Tenant shall pay and assume the amount of such deficiency (Tenant
having no obligation to do so, except that, if Tenant shall elect to make such
funds available, the same shall become an irrevocable obligation of Tenant
pursuant to this Agreement).  In the
event Tenant shall elect not to pay and assume the amount of such deficiency,
Landlord shall have the right (but not the obligation), exercisable at Landlords
sole election by Notice to Tenant, given within sixty (60) days after Tenants
notice of the deficiency, to elect to make available for application to  38


the cost of repair
or restoration the amount of such deficiency; provided, however,
in such event, upon any disbursement by Landlord thereof, the Minimum Rent
shall be adjusted as provided in Section 3.1.1(c).  In the event that neither Landlord nor Tenant
shall elect to make such deficiency available for restoration, either Landlord
or Tenant may terminate this Agreement with respect to the affected Property by
Notice to the other, whereupon, this Agreement shall so terminate and insurance
proceeds shall be distributed as provided in Section 10.2.1.  It is expressly understood and agreed,
however, that, notwithstanding anything in this Agreement to the contrary,
Tenant shall be strictly liable and solely responsible for the amount of any
deductible and shall, upon any insurable loss, pay over the amount of such
deductible to Landlord at the time and in the manner herein provided for
payment of the applicable proceeds to Landlord.  10.2.4Disbursement
of Proceeds. In the event Tenant
is required to restore any Property pursuant to Section 10.2 and
this Agreement is not terminated as to such Property pursuant to this Article 10,
Tenant shall commence (or cause to be commenced) promptly and continue
diligently to perform (or cause to be performed) the repair and restoration of
such Property (hereinafter called the Work), so as to restore (or
cause to be restored) the applicable Property in material compliance with all
Legal Requirements and so that such Property shall be, to the extent
practicable, substantially equivalent in value and general utility to its
general utility and value immediately prior to such damage or destruction.  Subject to the terms hereof, Landlord shall
advance the insurance proceeds and any additional amounts payable by Landlord
pursuant to Section 10.2.3 or otherwise deposited with Landlord to
Tenant regularly during the repair and restoration period so as to permit
payment for the cost of any such restoration and repair.  Any such advances shall be made not more than
monthly within ten (10) Business Days after Tenant submits to Landlord a
written requisition and substantiation therefor on AIA Forms G702 and G703 (or
on such other form or forms as may be reasonably acceptable to Landlord).  Landlord may, at its option, condition
advancement of such insurance proceeds and other amounts on (a) the
absence of any Event of Default, (b) its approval of plans and
specifications of an architect satisfactory to Landlord (which approval shall
not be unreasonably withheld, delayed or conditioned), (c) general
contractors estimates, (d) architects certificates, (e) conditional
lien waivers of general contractors, if available, (f) evidence of
approval by all governmental authorities and other regulatory bodies whose
approval is required, (g), if Tenant has elected to advance  39


deficiency funds
pursuant to Section 10.2.3, Tenant depositing the amount thereof
with Landlord and (h) such other certificates as Landlord may, from time
to time, reasonably require.  Landlords
obligation to disburse insurance proceeds under this Article 10
shall be subject to the release of such proceeds by any Facility Mortgagee to
Landlord.  Tenants
obligation to restore the applicable Property pursuant to this Article 10
shall be subject to the release of available insurance proceeds by the
applicable Facility Mortgagee to Landlord or directly to Tenant and, in the
event such proceeds are insufficient, Landlord electing to make such deficiency
available therefor (and disbursement of such deficiency).  10.3Damage
Near End of Term. Notwithstanding any provisions of Section 10.1
or 10.2 to the contrary, if damage to or destruction of any Property occurs
during the last twelve (12) months of the Term and if such damage or
destruction cannot reasonably be expected to be fully repaired and restored
prior to the date that is six (6) months prior to the end of the Term, the
provisions of Section 10.2.1 shall apply as if such Property had
been totally or partially destroyed and the Facility thereon rendered
Unsuitable for its Permitted Use.  10.4Tenants
Property.All insurance proceeds
payable by reason of any loss of or damage to any of Tenants Personal Property
shall be paid to Tenant and, to the extent necessary to repair or replace
Tenants Personal Property in accordance with Section 10.5, Tenant
shall hold such proceeds in trust to pay the cost of repairing or replacing
damaged Tenants Personal Property.  10.5Restoration
of Tenants Property. If Tenant
is required to restore any Property as hereinabove provided, Tenant shall
either (a) restore all alterations and improvements made by Tenant and
Tenants Personal Property, or (b) replace such alterations and
improvements and Tenants Personal Property with improvements or items of the
same or better quality and utility in the operation of such Property.  10.6No
Abatement of Rent. This
Agreement shall remain in full force and effect and Tenants obligation to make
all payments of Rent and to pay all other charges as and when required under
this Agreement shall remain unabated during the Term notwithstanding any damage
involving the Leased Property, or any portion thereof (provided that Landlord
shall credit against such payments any amounts paid to Landlord as a  40


consequence of such
damage under any business interruption insurance obtained by Tenant
hereunder).  The provisions of this Article 10
shall be considered an express agreement governing any cause of damage or destruction
to the Leased Property, or any portion thereof, and, to the maximum extent
permitted by law, no local or State statute, laws, rules, regulation or
ordinance in effect during the Term which provide for such a contingency shall
have any application in such case.  10.7Waiver. Tenant hereby waives any statutory
rights of termination which may arise by reason of any damage or destruction of
the Leased Property, or any portion thereof.  ARTICLE 11  CONDEMNATION  11.1Total
Condemnation, Etc.  If either (a) the
whole of any Property shall be taken by Condemnation or (b) a Condemnation
of less than the whole of any Property renders any Property Unsuitable for Its
Permitted Use, this Agreement shall terminate with respect to such Property,
Tenant and Landlord shall seek the Award for their interests in the applicable
Property as provided in Section 11.5.  11.2Partial
Condemnation. In the event of a
Condemnation of less than the whole of any Property such that such Property is
still suitable for its Permitted Use, Tenant shall, to the extent of the Award
and any additional amounts disbursed by Landlord as hereinafter provided,
commence (or cause to be commenced) promptly and continue diligently to restore
(or cause to be restored) the untaken portion of the applicable Leased
Improvements so that such Leased Improvements shall constitute a complete
architectural unit of the same general character and condition (as nearly as
may be possible under the circumstances) as such Leased Improvements existing
immediately prior to such Condemnation, in material compliance with all Legal
Requirements, subject to the provisions of this Section 11.2.  If the cost of the repair or restoration of
the affected Property exceeds the amount of the Award, Tenant shall give Landlord
Notice thereof which notice shall set forth in reasonable detail the nature of
such deficiency and whether Tenant shall pay and assume the amount of such
deficiency (Tenant having no obligation to do so, except that if Tenant shall
elect to make such funds available, the same shall become an irrevocable
obligation of Tenant pursuant to this Agreement).  In the event Tenant shall elect not to pay
and assume the amount of such deficiency, Landlord shall have the right (but
not the obligation), exercisable at Landlords sole election by Notice  41


to Tenant given within
sixty (60) days after Tenants Notice of the deficiency, to elect to make
available for application to the cost of repair or restoration the amount of
such deficiency; provided, however, in such event, upon any
disbursement by Landlord thereof, the Minimum Rent shall be adjusted as
provided in Section 3.1.1(c). 
In the event that neither Landlord nor Tenant shall elect to make such
deficiency available for restoration, either Landlord or Tenant may terminate
this Agreement with respect to the affected Property and the entire Award shall
be allocated as set forth in Section 11.5.  Subject
to the terms hereof, Landlord shall contribute to the cost of restoration that
part of the Award necessary to complete such repair or restoration, together
with severance and other damages awarded for the taken Leased Improvements and
any deficiency Landlord has agreed to disburse, to Tenant regularly during the
restoration period so as to permit payment for the cost of such repair or
restoration.  Landlord may, at its
option, condition advancement of such Award and other amounts on (a) the
absence of any Event of Default, (b) its approval of plans and specifications
of an architect satisfactory to Landlord (which approval shall not be
unreasonably withheld, delayed or conditioned), (c) general contractors
estimates, (iv) architects certificates, (d) conditional lien
waivers of general contractors, if available, (e) evidence of approval by
all governmental authorities and other regulatory bodies whose approval is
required, (f), if Tenant has elected to advance deficiency funds pursuant to
the preceding paragraph, Tenant depositing the amount thereof with Landlord and
(g) such other certificates as Landlord may, from time to time, reasonably
require.  Landlords obligation under
this Section 11.2 to disburse the Award and such other amounts
shall be subject to (x) the collection thereof by Landlord and (y) the
satisfaction of any applicable requirements of any Facility Mortgage, and the
release of such Award by the applicable Facility Mortgagee.  Tenants obligation to restore the Leased
Property shall be subject to the release of the Award by the applicable Facility
Mortgagee to Landlord.  11.3Abatement
of Rent. Other than as
specifically provided in this Agreement, this Agreement shall remain in full
force and effect and Tenants obligation to make all payments of Rent and to
pay all other charges as and when required under this Agreement shall remain
unabated during the Term notwithstanding any Condemnation involving the Leased
Property, or any portion thereof.  The
provisions of this Article 11 shall be considered an express
agreement governing any Condemnation involving the Leased Property and, to the
maximum extent  42


permitted by law, no
local or State statute, law, rule, regulation or ordinance in effect during the
Term which provides for such a contingency shall have any application in such
case.  11.4Temporary
Condemnation.In the event of
any temporary Condemnation of any Property or Tenants interest therein, this
Agreement shall continue in full force and effect and Tenant shall continue to
pay (or cause to be paid), in the manner and on the terms herein specified, the
full amount of the Rent.  Tenant shall
continue to perform and observe (or cause to be performed and observed) all of
the other terms and conditions of this Agreement on the part of the Tenant to
be performed and observed.  Provided no
Event of Default has occurred and is continuing, the entire amount of any Award
made for such temporary Condemnation allocable to the Term, whether paid by way
of damages, rent or otherwise, shall be paid to Tenant.  Tenant shall, promptly upon the termination
of any such period of temporary Condemnation, at its sole cost and expense,
restore the affected Property to the condition that existed immediately prior
to such Condemnation, in material compliance with all applicable Legal
Requirements, unless such period of temporary Condemnation shall extend beyond
the expiration of the Term, in which event Tenant shall not be required to make
such restoration.  11.5Allocation
of Award. Except as provided in Section 11.4
and the second sentence of this Section 11.5, the total Award shall
be solely the property of and payable to Landlord.  Any portion of the Award made for the taking
of Tenants leasehold interest in the Leased Property, loss of business during
the remainder of the Term, the taking of Tenants Personal Property, the taking
of Capital Additions paid for by Tenant and Tenants removal and relocation
expenses shall be the sole property of and payable to Tenant (subject to the
provisions of Section 11.2).  In any Condemnation proceedings, Landlord and
Tenant shall each seek its own Award in conformity herewith, at its own
expense.  ARTICLE 12  DEFAULTS AND
REMEDIES  12.1Events
of Default. The occurrence of
any one or more of the following events shall constitute an Event of
Default hereunder:  (a)should
Tenant fail to make any payment of the Rent or any other sum payable hereunder
when due; or  43


(b)should
Tenant fail to maintain the insurance coverages required under Article 9;
or  (c)should
Tenant default in the due observance or performance of any of the terms,
covenants or agreements contained herein to be performed or observed by it
(other than as specified in clauses (a) and (b) above) and should such
default continue for a period of thirty (30) days after Notice thereof from
Landlord to Tenant; provided, however, that if such default is
susceptible of cure but such cure cannot be accomplished with due diligence
within such period of time and if, in addition, Tenant commences to cure or
cause to be cured such default within thirty (30) days after Notice thereof
from Landlord and thereafter prosecutes the curing of such default with all due
diligence, such period of time shall be extended to such period of time (not to
exceed an additional ninety (90) days in the aggregate) as may be necessary to
cure such default with all due diligence; or  (d)should
any obligation of Tenant in respect of any Indebtedness for money borrowed or
for any material property or services, or any guaranty relating thereto, be
declared to be or become due and payable prior to the stated maturity thereof,
or should there occur and be continuing with respect to any such Indebtedness
any event of default under any instrument or agreement evidencing or securing
the same, the effect of which is to permit the holder or holders of such
instrument or agreement or a trustee, agent or other representative on behalf
of such holder or holders, to cause any such obligations to become due prior to
its stated maturity; or  (e)should
an event of default by Tenant, any Guarantor or any Affiliated Person as to
Tenant or any Guarantor occur and be continuing beyond the expiration of any
applicable cure period under any of the Incidental Documents; or  (f)should
Tenant or any Guarantor generally not be paying its debts as they become due or
should Tenant or any Guarantor make a general assignment for the benefit of
creditors; or  (g)should
any petition be filed by or against Tenant or any Guarantor under the Federal
bankruptcy laws, or should any other proceeding be instituted by or against
Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a
bankrupt or insolvent, or seeking liquidation,  44


reorganization, arrangement, adjustment or composition
of Tenants debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for Tenant or any Guarantor or for any substantial part of the
property of Tenant or any Guarantor and such proceeding is not dismissed within
one hundred eighty (180) days after institution thereof; or  (h)should
Tenant or any Guarantor cause or institute any proceeding for its dissolution
or termination; or  (i)should
the estate or interest of Tenant in the Leased Property or any part thereof be
levied upon or attached in any proceeding and the same shall not be vacated or
discharged within the later of (x) ninety (90) days after commencement
thereof, unless the amount in dispute is less than $250,000, in which case
Tenant shall give notice to Landlord of the dispute but Tenant may defend in
any suitable way, and (y) two hundred seventy (270) days after receipt by
Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such
lien or attachment in good faith in accordance with Article 8); or  (j)should
there occur any direct or indirect Change in Control of Tenant or any
Guarantor; or  (k)should
a final unappealable determination be made by the applicable Government Agency
that Tenant shall have failed to comply with applicable Medicare and/or
Medicaid regulations in the operation of any Facility, as a result of which
failure Tenant is declared ineligible to receive reimbursements under the
Medicare and/or Medicaid programs for such Facility;  then,
and in any such event, Landlord, in addition to all other remedies available to
it, may terminate this Agreement with respect to any or all of the Leased
Property by giving Notice thereof to Tenant and upon the expiration of the
time, if any, fixed in such Notice, this Agreement shall terminate with respect
to all or the designated portion of the Leased Property and all rights of
Tenant under this Agreement with respect thereto shall cease.  Landlord shall have and may exercise all
rights and remedies available at law and in equity to Landlord as a result of
Tenants breach of this Agreement.  Upon
the occurrence of an Event of Default, Landlord may, in addition to any other
remedies provided herein, enter upon  45


the
Leased Property, or any portion thereof, and take possession of any and all of
Tenants Personal Property, if any, and the Records, without liability for
trespass or conversion (Tenant hereby waiving any right to notice or hearing
prior to such taking of possession by Landlord) and sell the same at public or
private sale, after giving Tenant reasonable Notice of the time and place of
any public or private sale, at which sale Landlord or its assigns may purchase
all or any portion of Tenants Personal Property, if any, unless otherwise
prohibited by law.  Unless otherwise
provided by law and without intending to exclude any other manner of giving
Tenant reasonable notice, the requirement of reasonable Notice shall be met if
such Notice is given at least ten (10) days before the date of sale.  The proceeds from any such disposition, less
all expenses incurred in connection with the taking of possession, holding and
selling of such property (including, reasonable attorneys fees) shall be
applied as a credit against the indebtedness which is secured by the security
interest granted in Section 7.2.  Any surplus shall be paid to Tenant or as
otherwise required by law and Tenant shall pay any deficiency to Landlord, as
Additional Charges, upon demand.  Upon the
occurrence of an Event of Default, and also when the Term shall have expired,
in addition to any other remedies provided to Landlord herein, Tenant hereby
authorizes and empowers any prothonotary or any attorney of any court of record
to appear for Tenant, without incurring liability to Tenant for so doing, in
any action to confess judgment in ejectment in any competent court against
Tenant and against all persons claiming by, through or under Tenant, for the
recovery by Landlord of possession of any portion of the Leased Property that
is located within the Commonwealth of Pennsylvania, for which this Agreement
shall be sufficient warrant; whereupon, if Landlord so desires, a writ of
possession with clauses for costs may issue forthwith with or without any prior
proceeding whatsoever.  Such authority
shall not be exhausted by any one or more exercises thereof, but judgment may
be conferred from time to time as often as any Event of Default shall have
occurred and be continuing, or when the Term shall have expired.In any confession of judgment against Tenant hereunder, Landlord shall
cause to be filed in such action an affidavit setting forth the facts necessary
to authorize the entry of judgment and if a true copy of this Agreement (and of
the truth of the copy, such affidavit shall be sufficient proof) be filed in
such action, it shall not be necessary to file the original as a warrant of
attorney, notwithstanding any law, rule of court, custom or practice to
the contrary.  Tenant releases to
Landlord, and to any and all attorneys who may appear for Tenant, all
procedural  46


errors
in any proceedings taken by Landlord, whether by virtue of the powers of
attorney contained in this Agreement or not, and all liability therefor.  Tenant expressly waives the benefits of all
laws, now or hereafter in force, exempting any property within the Leased
Property or elsewhere from distraint, levy or sale.  Tenant further waives the right to any notice
to remove as may be specified in the Pennsylvania Landlord and Tenant Act of April 6,
1951, as amended, or any similar or successor provision of Pennsylvania or New
Jersey law, and agrees that five (5) days notice shall be sufficient in
any case where a longer period may be statutorily specified.  12.2Remedies. None of (a) the termination of
this Agreement pursuant to Section 12.1, (b) the repossession
of the Leased Property, or any portion thereof, (c) the failure of
Landlord to relet the Leased Property, or any portion thereof, nor (d) the
reletting of all or any of portion of the Leased Property, shall relieve Tenant
of its liability and obligations hereunder, all of which shall survive any such
termination, repossession or reletting. 
In the event of any such termination, Tenant shall forthwith pay to
Landlord all Rent due and payable with respect to the Leased Property, or
terminated portion thereof, through and including the date of such
termination.  Thereafter, Tenant, until
the end of what would have been the Term of this Agreement in the absence of
such termination, and whether or not the Leased Property, or any portion
thereof, shall have been relet, shall be liable to Landlord for, and shall pay
to Landlord, as current damages, the Rent and other charges which would be
payable hereunder for the remainder of the Term had such termination not
occurred, less the net proceeds, if any, of any reletting of the Leased
Property, or any portion thereof, after deducting all reasonable expenses in
connection with such reletting, including, without limitation, all repossession
costs, brokerage commissions, legal expenses, attorneys fees, advertising,
expenses of employees, alteration costs and expenses of preparation for such
reletting.  Tenant shall pay such current
damages to Landlord monthly on the days on which the Minimum Rent would have been
payable hereunder if this Agreement had not been so terminated with respect to
such of the Leased Property.  At any
time after such termination, whether or not Landlord shall have collected any
such current damages, as liquidated final damages beyond the date of such
termination, at Landlords election, Tenant shall pay to Landlord an amount
equal to the present value (as reasonably determined by Landlord) of the
excess, if any, of the Rent and other charges which would be payable hereunder
from the date of such termination (assuming  47


that,
for the purposes of this paragraph, annual payments by Tenant on account of
Impositions would be the same as payments required for the immediately
preceding twelve calendar months, or if less than twelve calendar months have
expired since the applicable Commencement Date for any Property, the payments
required for such lesser period projected to an annual amount) for what would
be the then unexpired term of this Agreement if the same remained in effect,
over the fair market rental for the same period.  Nothing contained in this Agreement shall,
however, limit or prejudice the right of Landlord to prove and obtain in
proceedings for bankruptcy or insolvency an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing
the proceedings in which, the damages are to be proved, whether or not the
amount be greater than, equal to, or less than the amount of the loss or
damages referred to above.  In
case of any Event of Default, re-entry, expiration and dispossession by summary
proceedings or otherwise, Landlord may (a) relet the Leased Property or
any part or parts thereof, either in the name of Landlord or otherwise, for a
term or terms which may at Landlords option, be equal to, less than or exceed
the period which would otherwise have constituted the balance of the Term and
may grant concessions or free rent to the extent that Landlord considers
advisable and necessary to relet the same, and (b) make such reasonable
alterations, repairs and decorations in the Leased Property, or any portion
thereof, as Landlord, in its sole and absolute discretion, considers advisable
and necessary for the purpose of reletting the Leased Property; and the making
of such alterations, repairs and decorations shall not operate or be construed
to release Tenant from liability hereunder as aforesaid.  Landlord shall in no event be liable in any
way whatsoever for any failure to relet all or any portion of the Leased
Property, or, in the event that the Leased Property is relet, for failure to
collect the rent under such reletting. 
To the maximum extent permitted by law, Tenant hereby expressly waives
any and all rights of redemption granted under any present or future laws in the
event of Tenant being evicted or dispossessed, or in the event of Landlord
obtaining possession of the Leased Property, by reason of the occurrence and
continuation of an Event of Default hereunder.  12.3Tenants
Waiver. IF THIS AGREEMENT IS
TERMINATED PURSUANT TO SECTION 12.1 OR 12.2, TENANT WAIVES, TO THE
EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY
PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12, AND
THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM
LIABILITY FOR RENT OR FOR DEBT.  48


12.4Application
of Funds. Any payments received
by Landlord under any of the provisions of this Agreement during the existence
or continuance of any Event of Default (and any payment made to Landlord rather
than Tenant due to the existence of any Event of Default) shall be applied to
Tenants current and past due obligations under this Agreement in such order as
Landlord may determine or as may be prescribed by the laws of the State.  Any balance shall be paid to Tenant.  12.5Landlords
Right to Cure Tenants Default. If an Event of Default shall have occurred and
be continuing, Landlord, after Notice to Tenant (which Notice shall not be
required if Landlord shall reasonably determine immediate action is necessary
to protect person or property), without waiving or releasing any obligation of
Tenant and without waiving or releasing any Event of Default, may (but shall
not be obligated to), at any time thereafter, make such payment or perform such
act for the account and at the expense of Tenant, and may, to the maximum
extent permitted by law, enter upon the Leased Property, or any portion
thereof, for such purpose and take all such action thereon as, in Landlords
sole and absolute discretion, may be necessary or appropriate therefor.  No such entry shall be deemed an eviction of
Tenant.  All reasonable costs and
expenses (including, without limitation, reasonable attorneys fees) incurred
by Landlord in connection therewith, together with interest thereon (to the
extent permitted by law) at the Overdue Rate from the date such sums are paid
by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.  ARTICLE 13  HOLDING OVER  Any holding over by Tenant after the expiration or
sooner termination of this Agreement shall be treated as a daily tenancy at
sufferance at a rate equal to two (2) times the Minimum Rent and other
charges herein provided (prorated on a daily basis).  Tenant shall also pay to Landlord all damages
(direct or indirect) sustained by reason of any such holding over.  Otherwise, such holding over shall be on the
terms and conditions set forth in this Agreement, to the extent
applicable.  Nothing contained herein
shall constitute the consent, express or implied, of Landlord to the holding over
of Tenant after the expiration or earlier termination of this Agreement.  49


ARTICLE 14  LANDLORD DEFAULT  If Landlord shall default in the performance or
observance of any of its covenants or obligations set forth in this Agreement
or any obligation of Landlord, if any, under any agreement affecting the Leased
Property, the performance of which is not Tenants obligation pursuant to this
Agreement, and any such default shall continue for a period of thirty (30) days
after Notice thereof from Tenant to Landlord and any applicable Facility
Mortgagee, or such additional period as may be reasonably required to correct
the same, Tenant may declare the occurrence of a Landlord Default by a
second Notice to Landlord and to such Facility Mortgagee.  Thereafter, Tenant may forthwith cure the
same and, subject to the provisions of the following paragraph, invoice
Landlord for costs and expenses (including reasonable attorneys fees and court
costs) incurred by Tenant in curing the same, together with interest thereon
(to the extent permitted by law) from the date Landlord receives Tenants
invoice until paid, at the Overdue Rate. 
Tenant shall have no right to terminate this Agreement for any default
by Landlord hereunder and no right, for any such default, to offset or
counterclaim against any Rent or other charges due hereunder.  If Landlord shall in good faith dispute the occurrence
of any Landlord Default and Landlord, before the expiration of the applicable
cure period, shall give Notice thereof to Tenant, setting forth, in reasonable
detail, the basis therefor, no Landlord Default shall be deemed to have
occurred and Landlord shall have no obligation with respect thereto until final
adverse determination thereof.  If Tenant
and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days
after Landlords Notice of dispute, either may submit the matter for resolution
in accordance with Article 22.  ARTICLE 15  PURCHASE RIGHTS  Landlord shall have the option to purchase Tenants
Personal Property, at the expiration or sooner termination of this Agreement,
for an amount equal to the then fair market value thereof (current replacement
cost as determined by agreement of the parties or, in the absence of such
agreement, appraisal), subject to, and with appropriate price adjustments for,
all equipment leases, conditional sale contracts, UCC-1 financing statements
and other encumbrances to which such Personal Property is subject.  Upon the expiration or sooner  50


termination of this Agreement, Tenant shall use its reasonable efforts
to transfer and assign, or cause to be transferred and assigned, to Landlord or
its designee, or assist Landlord or its designee in obtaining, any contracts,
licenses, and certificates required for the then operation of the Leased
Property.  Notwithstanding the foregoing,
Tenant expressly acknowledges and agrees that nothing contained in this Article 15
shall diminish, impair or otherwise modify Landlords rights under the Security
Agreement and that any amounts paid by Landlord in order to purchase Tenants
Personal Property in accordance with this Article 15 shall be
applied first to Tenants current and past due obligations under this Agreement
in such order as Landlord may reasonably determine or as may be prescribed by
the laws of the State and any balance shall be paid to Tenant.  ARTICLE 16  SUBLETTING AND ASSIGNMENT  16.1Subletting
and Assignment. Except as
provided in Section 16.3, Tenant shall not, without Landlords
prior written consent (which consent may be given or withheld in Landlords
sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber
or otherwise transfer this Agreement or sublease or permit the sublease (which
term shall be deemed to include the granting of concessions, licenses and the
like), of the Leased Property, or any portion thereof, or suffer or permit this
Agreement or the leasehold estate created hereby or any other rights arising
under this Agreement to be assigned, transferred, mortgaged, pledged,
hypothecated or encumbered, in whole or in part, whether voluntarily,
involuntarily or by operation of law, or permit the use or operation of the
Leased Property, or any portion thereof, by anyone other than Tenant, any
Manager approved by Landlord pursuant to the applicable provisions of this
Agreement or residents and patients of Tenant, or the Leased Property, or any
portion thereof, to be offered or advertised for assignment or subletting.  For purposes of this Section 16.1, an
assignment of this Agreement shall be deemed to include, without limitation,
any direct or indirect Change in Control of Tenant.  If this Agreement is assigned or if the Leased
Property, or any portion thereof, is sublet (or occupied by anybody other than
Tenant or any Manager, their respective employees or residents or patients of
Tenant), Landlord may collect the rents from such assignee, subtenant or
occupant, as the case may be, and apply the net amount collected to the Rent
herein reserved, but no such collection shall be deemed a waiver of the  51


provisions set forth in the first paragraph of this Section 16.1,
the acceptance by Landlord of such assignee, subtenant or occupant, as the case
may be, as a tenant, or a release of Tenant from the future performance by
Tenant of its covenants, agreements or obligations contained in this Agreement.  Any
assignment or transfer of Tenants interest under this Agreement shall be
subject to such assignees or transferees delivery to Landlord of (i) a
Guaranty, which Guaranty shall be in form and substance satisfactory to
Landlord in its sole discretion and which Guaranty shall constitute an
Incidental Document hereunder; (ii) a pledge of the stock, partnership,
membership or other ownership interests of such assignee or other transferee to
secure Tenants obligations under this Agreement and the Incidental Documents,
which pledge shall be in form and substance satisfactory to Landlord in its sole
discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a
security agreement granting Landlord a security interest in all of such
assignees or transferees right, title and interest in and to any personal
property, intangibles and fixtures (other than accounts receivable) with
respect to any Property which is subject to any such assignment or transfer to
secure Tenants obligations under this Agreement and the Incidental Documents,
which security agreement shall be in form and substance satisfactory to
Landlord in its sole discretion and which security agreement shall constitute
an Incidental Document hereunder; and (iv) in the case of a sublease, an
assignment which assigns all of such subtenants right, title and interest in
such sublease to Landlord to secure Tenants obligations under this Agreement
and the Incidental Documents, which assignment shall be in form and substance
satisfactory to Landlord in its sole discretion and which assignment shall
constitute an Incidental Document hereunder.  No
subletting or assignment shall in any way impair the continuing primary
liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise
agree that Tenant shall be released from all obligations hereunder), and no consent
to any subletting or assignment in a particular instance shall be deemed to be
a waiver of the prohibition set forth in this Section 16.1.  No assignment, subletting or occupancy shall
affect any Permitted Use.  Any
subletting, assignment or other transfer of Tenants interest under this
Agreement in contravention of this Section 16.1 shall be voidable
at Landlords option.  16.2Required
Sublease Provisions. Any
sublease of all or any portion of the Leased Property shall provide (a) that
it is subject and subordinate to this Agreement and to the matters to  52


which this Agreement is or shall be subject or subordinate; (b) that
in the event of termination of this Agreement or reentry or dispossession of
Tenant by Landlord under this Agreement, Landlord may, at its option, terminate
such sublease or take over all of the right, title and interest of Tenant, as
sublessor under such sublease, and such subtenant shall, at Landlords option,
attorn to Landlord pursuant to the then executory provisions of such sublease,
except that neither Landlord nor any Facility Mortgagee, as holder of a
mortgage or as Landlord under this Agreement, if such mortgagee succeeds to
that position, shall (i) be liable for any act or omission of Tenant under
such sublease, (ii) be subject to any credit, counterclaim, offset or
defense which theretofore accrued to such subtenant against Tenant, (iii) be
bound by any previous modification of such sublease not consented to in writing
by Landlord or by any previous prepayment of more than one (1) months
rent, (iv) be bound by any covenant of Tenant to undertake or complete any
construction of the applicable Property, or any portion thereof, (v) be
required to account for any security deposit of the subtenant other than any
security deposit actually delivered to Landlord by Tenant, (vi) be bound
by any obligation to make any payment to such subtenant or grant any credits,
except for services, repairs, maintenance and restoration provided for under
the sublease that are performed after the date of such attornment, (vii) be
responsible for any monies owing by Tenant to the credit of such subtenant
unless actually delivered to Landlord by Tenant, or (viii) be required to
remove any Person occupying any portion of the Leased Property; and (c) in
the event that such subtenant receives a written Notice from Landlord or any
Facility Mortgagee stating that an Event of Default has occurred and is
continuing, such subtenant shall thereafter be obligated to pay all rentals
accruing under such sublease directly to the party giving such Notice or as
such party may direct.  All rentals
received from such subtenant by Landlord or the Facility Mortgagee, as the case
may be, shall be credited against the amounts owing by Tenant under this
Agreement and such sublease shall provide that the subtenant thereunder shall,
at the request of Landlord, execute a suitable instrument in confirmation of
such agreement to attorn.  An original
counterpart of each such sublease and assignment and assumption, duly executed
by Tenant and such subtenant or assignee, as the case may be, in form and
substance reasonably satisfactory to Landlord, shall be delivered promptly to
Landlord and (x) in the case of an assignment, the assignee shall assume
in writing and agree to keep and perform all of the terms of this Agreement on
the part of Tenant to be kept and performed and shall be, and become, jointly
and severally liable with Tenant for the performance thereof and (y) in
the case of  53


either an assignment or subletting, Tenant shall remain primarily
liable, as principal rather than as surety, for the prompt payment of the Rent
and for the performance and observance of all of the covenants and conditions
to be performed by Tenant hereunder.  The
provisions of this Section 16.2 shall not be deemed a waiver of the
provisions set forth in the first paragraph of Section 16.1.  16.3Permitted
Sublease.  Notwithstanding the
foregoing, including, without limitation, Section 16.2, but subject
to the provisions of Section 16.4 and any other express conditions
or limitations set forth herein, Tenant may, in each instance after Notice to
Landlord, (a) enter into third party residency agreements with respect to
the units located at the Facilities, (b) sublease space at any Property
for laundry, commissary or child care purposes or other concessions in
furtherance of the Permitted Use, so long as such subleases will not reduce the
number of units at any Facility, will not violate or affect any Legal
Requirement or Insurance Requirement, and Tenant shall provide such additional
insurance coverage applicable to the activities to be conducted in such
subleased space as Landlord and any Facility Mortgagee may reasonably require,
and (c) enter into one or more subleases with Affiliated Persons of Tenant
with respect to the Leased Property, or any portion thereof, provided
Tenant gives Landlord Notice of the material terms and conditions thereof.  Landlord and Tenant acknowledge and agree
that if Tenant enters into one (1) or more subleases with Affiliated
Persons of Tenant with respect to any Property, or any portion thereof, in
accordance with the preceding clause (c), Tenant may allocate the rent and
other charges with respect to the affected Property in any reasonable manner; provided,
however, that such allocation shall not affect Tenants (nor any
Guarantors) liability for the Rent and other obligations of Tenant under this
Agreement; and, provided, further, that Tenant shall give
Landlord prompt written notice of any allocation or reallocation of the rent
and other charges with respect to the affected Property and, in any event,
Tenant shall give Landlord written notice of the amount of such allocations at
least ten (10) Business Days prior to the date that Landlord or Senior
Housing Properties Trust is required to file any tax returns in any State where
such affected Property is located.  16.4Sublease
Limitation. Anything contained
in this Agreement to the contrary notwithstanding, Tenant shall not sublet the
Leased Property, or any portion thereof, on any basis such that the rental to
be paid by any sublessee thereunder would be based, in whole or in part, on the
net income or  54


profits derived by the business activities of such sublessee, any other
formula such that any portion of such sublease rental would fail to qualify as rents
from real property within the meaning of Section 856(d) of the Code,
or any similar or successor provision thereto or would otherwise disqualify
Landlord for treatment as a real estate investment trust.  ARTICLE 17  ESTOPPEL CERTIFICATES AND
FINANCIAL STATEMENTS  17.1Estoppel
Certificates. At any time and
from time to time, but not more than a reasonable number of times per year,
upon not less than ten (10) Business Days prior Notice by either party,
the party receiving such Notice shall furnish to the other an Officers
Certificate certifying that this Agreement is unmodified and in full force and
effect (or that this Agreement is in full force and effect as modified and
setting forth the modifications), the date to which the Rent has been paid,
that no Default or an Event of Default has occurred and is continuing or, if a
Default or an Event of Default shall exist, specifying in reasonable detail the
nature thereof, and the steps being taken to remedy the same, and such
additional information as the requesting party may reasonably request.  Any such certificate furnished pursuant to
this Section 17.1 may be relied upon by the requesting party, its
lenders and any prospective purchaser or mortgagee of the Leased Property, or
any portion thereof, or the leasehold estate created hereby.  17.2Financial
Statements. Tenant shall furnish
or cause Five Star to furnish, as applicable, the following statements to
Landlord:  (a)within
forty-five (45) days after each of the first three fiscal quarters of any
Fiscal Year, the most recent Consolidated Financials, accompanied by a
Financial Officers Certificate;  (b)within
ninety (90) days after the end of each Fiscal Year, the most recent
Consolidated Financials and financials of Tenant for such year, certified by an
independent certified public accountant reasonably satisfactory to Landlord and
accompanied by a Financial Officers Certificate;  (c)within
forty-five (45) days after the end of each month, an unaudited operating
statement and statement of capital expenditures prepared on a Facility by
Facility basis and a combined basis, including occupancy percentages  55


and average rate, accompanied by a Financial Officers
Certificate;  (d)at
any time and from time to time upon not less than twenty (20) days Notice from
Landlord or such additional period as may be reasonable under the
circumstances, any Consolidated Financials, Tenant financials or any other
audited or unaudited financial reporting information required to be filed by
Landlord with any securities and exchange commission, the SEC or any successor
agency, or any other governmental authority, or required pursuant to any order
issued by any court, governmental authority or arbitrator in any litigation to
which Landlord is a party, for purposes of compliance therewith; provided,
however, that, except as to calculations pertaining to Gross Revenues,
Tenant shall not be required to provide audited financials with respect to any
individual Facility unless Landlord shall agree to pay for the cost thereof;  (e)promptly,
after receipt or sending thereof, copies of all notices given or received by
Tenant under any Management Agreement; and  (f)promptly,
upon Notice from Landlord, such other information concerning the business,
financial condition and affairs of Tenant and/or any Guarantor as Landlord
reasonably may request from time to time.  Landlord
may at any time, and from time to time, provide any Facility Mortgagee with
copies of any of the foregoing statements, subject to Landlord obtaining the
agreement of such Facility Mortgagee to maintain such statements and the
information therein as confidential.  17.3General
Operations.Tenant covenants and
agrees to furnish to Landlord, within thirty (30) days after receipt or
modification thereof, copies of:  (a)all
licenses authorizing Tenant or any Manager to operate any Facility for its
Permitted Use;  (b)all
Medicare and Medicaid certifications, together with provider agreements and all
material correspondence relating thereto with respect to any Facility
(excluding, however, correspondence which may be subject to any attorney client
privilege);  56


(c)           if required under Applicable Law with
respect to any Facility, a license for each individual employed as
administrator with respect to such Facility;  (d)           all reports of surveys, statements of
deficiencies, plans of correction, and all material correspondence relating
thereto, including, without limitation, all reports and material correspondence
concerning compliance with or enforcement of licensure, Medicare/Medicaid, and
accreditation requirements, including physical environment and Life Safety Code
survey reports (excluding, however, correspondence which may be subject to any
attorney client privilege); and  (e)           with reasonable promptness, such
other confirmation as to the licensure and Medicare and Medicaid participation
of Tenant as Landlord may reasonably request from time to time.  ARTICLE 18
LANDLORDS RIGHT TO INSPECT  Tenant
shall permit Landlord and its authorized representatives to inspect the Leased
Property, or any portion thereof, during usual business hours upon not less
than forty-eight (48) hours notice and to make such repairs as Landlord is
permitted or required to make pursuant to the terms of this Agreement, provided
that any inspection or repair by Landlord or its representatives will not
unreasonably interfere with Tenants use and operation of the Leased Property
and further provided that in the event of an emergency, as determined by
Landlord in its reasonable discretion, prior Notice shall not be necessary.  ARTICLE 19  EASEMENTS  19.1        Grant
of Easements. Provided no Event of Default has occurred and
is continuing, Landlord will join in granting and, if necessary, modifying or
abandoning such rights-of-way, easements and other interests as may be
reasonably requested by Tenant for ingress and egress, and electric, telephone,
gas, water, sewer and other utilities so long as:  (a)           the instrument creating, modifying or
abandoning any such easement, right-of-way or other interest is satisfactory to
and approved by Landlord (which approval  57


shall not be unreasonably
withheld, delayed or conditioned);  (b)           Landlord receives an Officers
Certificate from Tenant stating (i) that such grant, modification or
abandonment is not detrimental to the proper conduct of business on such Property,
(ii) the consideration, if any, being paid for such grant, modification or
abandonment (which consideration shall be paid by Tenant), (iii) that such
grant, modification or abandonment does not impair the use or value of such
Property for the Permitted Use, and (iv) that, for as long as this
Agreement shall be in effect, Tenant will perform all obligations, if any, of
Landlord under any such instrument; and  (c)           Landlord receives evidence
satisfactory to Landlord that the Manager has granted its consent to such
grant, modification or abandonment in accordance with the requirements of such
Managers Management Agreement or that such consent is not required.  19.2        Exercise
of Rights by Tenant. So long as no Event of Default has occurred
and is continuing, Tenant shall have the right to exercise all rights of
Landlord under the Easement Agreements and, in connection therewith, Landlord
shall execute and promptly return to Tenant such documents as Tenant shall
reasonably request.  Tenant shall perform
all obligations of Landlord under the Easement Agreements.  19.3        Permitted
Encumbrances. Any
agreements entered into in accordance with this Article 19 shall be
deemed a Permitted Encumbrance.  ARTICLE 20  FACILITY MORTGAGES  20.1        Landlord
May Grant Liens. Without the consent of Tenant, Landlord may,
from time to time, directly or indirectly, create or otherwise cause to exist
any lien, encumbrance or title retention agreement (Encumbrance) upon
the Leased Property, or any portion thereof, or interest therein, whether to
secure any borrowing or other means of financing or refinancing.  20.2        Subordination
of Lease. This
Agreement and any and all rights of Tenant hereunder are and shall be subject
and subordinate to any ground or master lease, and all renewals, extensions,
modifications and replacements thereof, and to all  58


mortgages and deeds of trust, which may now or hereafter affect the
Leased Property, or any portion thereof, or any improvements thereon and/or any
of such leases, whether or not such mortgages or deeds of trust shall also
cover other lands and/or buildings and/or leases, to each and every advance
made or hereafter to be made under such mortgages and deeds of trust, and to
all renewals, modifications, replacements and extensions of such leases and
such mortgages and deeds of trust and all consolidations of such mortgages and
deeds of trust.  This section shall be
self-operative and no further instrument of subordination shall be required.  In confirmation of such subordination, Tenant
shall promptly execute, acknowledge and deliver any instrument that Landlord,
the lessor under any such lease or the holder of any such mortgage or the
trustee or beneficiary of any deed of trust or any of their respective
successors in interest may reasonably request to evidence such
subordination.  Any lease to which this
Agreement is, at the time referred to, subject and subordinate is herein called
Superior Lease and the lessor of a Superior Lease or its successor in
interest at the time referred to is herein called Superior Landlord
and any mortgage or deed of trust to which this Agreement is, at the time
referred to, subject and subordinate is herein called Superior Mortgage
and the holder, trustee or beneficiary of a Superior Mortgage is herein called Superior
Mortgagee.  Tenant shall have no
obligations under any Superior Lease or Superior Mortgage other than those
expressly set forth in this Section 20.2.  If any
Superior Landlord or Superior Mortgagee or the nominee or designee of any
Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord
under this Agreement (any such person, Successor Landlord), whether
through possession or foreclosure action or delivery of a new lease or deed, or
otherwise, at such Successor Landlords request, Tenant shall attorn to and
recognize the Successor Landlord as Tenants landlord under this Agreement and
Tenant shall promptly execute and deliver any instrument that such Successor
Landlord may reasonably request to evidence such attornment (provided that such
instrument does not alter the terms of this Agreement), whereupon, this
Agreement shall continue in full force and effect as a direct lease between the
Successor Landlord and Tenant upon all of the terms, conditions and covenants
as are set forth in this Agreement, except that the Successor Landlord (unless
formerly the landlord under this Agreement or its nominee or designee) shall
not be (a) liable in any way to Tenant for any act or omission, neglect or
default on the part of any prior Landlord under this Agreement, (b) responsible
for any monies owing by or on deposit with any prior  59


Landlord to the credit of Tenant (except to the extent actually paid or
delivered to the Successor Landlord), (c) subject to any counterclaim or
setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound
by any modification of this Agreement subsequent to such Superior Lease or
Mortgage, or by any previous prepayment of Rent for more than one (1) month
in advance of the date due hereunder, which was not approved in writing by the
Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant
beyond the Successor Landlords interest in the Leased Property and the rents,
income, receipts, revenues, issues and profits issuing from the Leased
Property, (f) responsible for the performance of any work to be done by
the Landlord under this Agreement to render the Leased Property ready for
occupancy by Tenant (subject to Landlords obligations under Section 5.1.2(b) or
with respect to any insurance or Condemnation proceeds), or (g) required
to remove any Person occupying the Leased Property or any part thereof, except
if such person claims by, through or under the Successor Landlord.  Tenant agrees at any time and from time to
time to execute a suitable instrument in confirmation of Tenants agreement to
attorn, as aforesaid and Landlord agrees to provide Tenant with an instrument
of nondisturbance and attornment from each such Superior Mortgagee and Superior
Landlord (other than the lessors under any ground leases with respect to the
Leased Property, or any portion thereof) in form and substance reasonably
satisfactory to Tenant.  Notwithstanding
the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant
any amounts owed under Section 5.1.2(b), and (b) to pay to
Tenant any portions of insurance proceeds or Awards received by Landlord or the
Successor Landlord required to be paid to Tenant pursuant to the terms of this
Agreement, and, as a condition to any mortgage, lien or lease in respect of the
Leased Property, or any portion thereof, and the subordination of this
Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall
expressly agree, for the benefit of Tenant, to make such payments, which
agreement shall be embodied in an instrument in form reasonably satisfactory to
Tenant.  20.3        Notice
to Mortgagee and Superior Landlord. Subsequent to the receipt by Tenant of Notice
from Landlord as to the identity of any Facility Mortgagee or Superior Landlord
under a lease with Landlord, as ground lessee, which includes the Leased
Property, or any portion thereof, as part of the demised premises and which
complies with Section 20.1 (which Notice shall be accompanied by a
copy of the applicable mortgage or lease), no Notice from Tenant to Landlord as
to a default by Landlord under this Agreement shall be effective with respect
to a Facility Mortgagee or Superior Landlord unless and until a  60


copy of the same is given to such Facility Mortgagee or Superior
Landlord at the address set forth in the above described Notice, and the curing
of any of Landlords defaults within the applicable notice and cure periods set
forth in Article 14 by such Facility Mortgagee or Superior Landlord
shall be treated as performance by Landlord.  ARTICLE 21  ADDITIONAL COVENANTS OF
TENANT  21.1        Prompt
Payment of Indebtedness. Tenant shall (a) pay or cause to be paid
when due all payments of principal of and premium and interest on Tenants
Indebtedness for money borrowed and shall not permit or suffer any such
Indebtedness to become or remain in default beyond any applicable grace or cure
period, (b) pay or cause to be paid when due all lawful claims for labor
and rents with respect to the Leased Property, (c) pay or cause to be paid
when due all trade payables and (d) pay or cause to be paid when due all
other of Tenants Indebtedness upon which it is or becomes obligated, except,
in each case, other than that referred to in clause (a), to the extent payment
is being contested in good faith by appropriate proceedings in accordance with Article 8
and if Tenant shall have set aside on its books adequate reserves with respect
thereto in accordance with GAAP, if appropriate, or unless and until
foreclosure, distraint sale or other similar proceedings shall have been
commenced.  21.2        Conduct
of Business. Tenant shall not engage in any business other
than the leasing and operation of the Leased Property (including any incidental
or ancillary business relating thereto). 
Tenant shall do or cause to be done all things necessary to preserve,
renew and keep in full force and effect and in good standing its corporate
existence and its rights and licenses necessary to conduct such business.  21.3        Maintenance
of Accounts and Records. Tenant shall keep true records and books of
account of Tenant in which full, true and correct entries will be made of
dealings and transactions in relation to the business and affairs of Tenant in
accordance with GAAP.  Tenant shall apply
accounting principles in the preparation of the financial statements of Tenant
which, in the judgment of and the opinion of its independent public
accountants, are in accordance with GAAP, where applicable, except for changes
approved by such independent public accountants.  Tenant shall provide to Landlord either in a
footnote to the financial statements delivered under Section 17.2
which relate to the period in which such change occurs, or in separate
schedules to such financial  61


statements, information sufficient to show the effect of any such
changes on such financial statements.  21.4        Notice
of Litigation, Etc.Tenant
shall give prompt Notice to Landlord of any litigation or any administrative
proceeding to which it may hereafter become a party of which Tenant has notice
or actual knowledge which involves a potential liability equal to or greater
than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise
result in any material adverse change in the business, operations, property,
prospects, results of operation or condition, financial or other, of Tenant.  Forthwith upon Tenant obtaining knowledge of
any Default, Event of Default or any default or event of default under any
agreement relating to Indebtedness for money borrowed in an aggregate amount
exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or
any event or condition that would be required to be disclosed in a current
report filed by Tenant on Form 8-K or in Part II of a quarterly
report on Form 10-Q if Tenant were required to file such reports under the
Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice
thereof to Landlord specifying the nature and period of existence thereof and
what action Tenant has taken or is taking or proposes to take with respect
thereto.  21.5        Indebtedness
of Tenant. Tenant
shall not create, incur, assume or guarantee, or permit to exist, or become or
remain liable directly or indirectly upon, any Indebtedness except the
following:  (a)           Indebtedness of Tenant to Landlord;  (b)           Indebtedness of Tenant for
Impositions, to the extent that payment thereof shall not at the time be
required to be made in accordance with the provisions of Article 8;  (c)           Indebtedness of Tenant in respect of
judgments or awards (i) which have been in force for less than the
applicable appeal period and in respect of which execution thereof shall have
been stayed pending such appeal or review, or (ii) which are fully covered
by insurance payable to Tenant, or (iii) which are for an amount not in
excess of $250,000 in the aggregate at any one time outstanding and (x) which
have been in force for not longer than the applicable appeal period, so long as
execution is not levied thereunder or (y) in respect of which an appeal or
proceedings for review shall at the time be prosecuted in good faith in
accordance with the provisions of Article 8,  62


and in respect of which
execution thereof shall have been stayed pending such appeal or review;  (d)           Unsecured borrowings of Tenant from
its Affiliated Persons which are by their terms expressly subordinate pursuant
to a Subordination Agreement to the payment and performance of Tenants
obligations under this Agreement;  (e)           Indebtedness for purchase money
financing in accordance with Section 21.8(a) and other
operating liabilities incurred in the ordinary course of Tenants business;  (f)            Indebtedness of Tenant as guarantor
or borrower secured by Liens permitted under Section 21.8(c);  (g)           A guaranty of Five
Stars obligations under its revolving line of credit.  21.6        Distributions,
Payments to Affiliated Persons, Etc. Tenant shall not declare, order, pay or make,
directly or indirectly, any Distributions or any payment to any Affiliated
Person of Tenant (including payments in the ordinary course of business) or set
apart any sum or property therefor, or agree to do so, if, at the time of such
proposed action, or immediately after giving effect thereto, any Event of
Default shall have occurred and be continuing. 
Otherwise, as long as no Event of Default shall have occurred and be continuing,
Tenant may make Distributions and payments to Affiliated Persons; provided,
however, that any such payments shall at all times be subordinate to
Tenants obligations under this Agreement.  21.7        Prohibited
Transactions.Tenant
shall not permit to exist or enter into any agreement or arrangement whereby it
engages in a transaction of any kind with any Affiliated Person as to Tenant or
any Guarantor, except on terms and conditions which are commercially
reasonable.  21.8        Liens
and Encumbrances. Except as permitted by Section 7.1,
Section 21.5, Tenant shall not create or incur or suffer to be
created or incurred or to exist any Lien on this Agreement or any of Tenants
assets, properties, rights or income, or any of its interest therein, now or at
any time hereafter owned, other than:  (a)           Security interests securing the
purchase price of equipment or personal property whether acquired before or
after the applicable Commencement Date for any Property;  63


provided,
however, that (i) such Lien shall at all times be confined solely
to the asset in question and (ii) the aggregate principal amount of
Indebtedness secured by any such Lien shall not exceed the cost of acquisition
or construction of the property subject thereto;  (b)           Permitted Encumbrances;  (c)           Security
interests in Accounts or Chattel Paper, in Support Obligations, General
Intangibles or Deposit Accounts relating to such Accounts or Chattel Paper, in
any Instruments or Investment Property evidencing or arising from such Accounts
or Chattel Paper, in any documents, books, records or other information
(including, without limitation, computer programs, tapes, discs, punch cards,
data processing software and related property and rights) maintained with
respect to any property described in this Section 21.8(c) or in any
Proceeds of any of the foregoing (capitalized terms used in this Section 21.8(c) without
definition being used as defined in or for purposes of Article 9 of the
Uniform Commercial Code as in effect in the Commonwealth of Massachusetts); and  (d)           As permitted
pursuant to Section 21.5.  21.9        Merger; Sale of Assets; Etc. Without Landlords prior written consent
(which consent may be given or withheld in Landlords sole discretion), Tenant
shall not (i) sell, lease (as lessor or sublessor), transfer or otherwise
dispose of, or abandon, all or any material portion of its assets (including
capital stock or other equity interests) or business to any Person, (ii) merge
into or with or consolidate with any other Entity, or (iii) sell, lease
(as lessor or sublessor), transfer or otherwise dispose of, or abandon, any
personal property or fixtures or any real property; provided, however,
that, notwithstanding the provisions of clause (iii) preceding, Tenant may
dispose of equipment or fixtures which have become inadequate, obsolete,
worn-out, unsuitable, undesirable or unnecessary, provided substitute equipment
or fixtures having equal or greater value and utility (but not necessarily
having the same function) have been provided.  21.10      Tax Regulatory Agreement. 
During the Term, Tenant shall (a) comply with all Facility
Restrictions, Rental Restrictions, Low and Moderate Income Occupancy
Requirements, Low and Moderate Income Units Requirements and Residency
Agreement Provisions for Low and Moderate Income Units (as the foregoing terms
are defined in the Tax Regulatory Agreements) contained in the Tax Regulatory
Agreement (collectively, the  64


Requirements) and (b) shall prepare, maintain on file for
inspection by Landlord, and submit any and all reports, certifications,
statements and information (the Reports) as are required under the Tax
Regulatory Agreement.  The Reports shall
include, but are not limited to, the detailing of facts as the Authority (as
defined in the Tax Regulatory Agreement) reasonably determines are sufficient
to establish compliance with the restrictions contained in the Tax Regulatory
Agreement, such as copies of completed Form 8703, Tenant Income
Certifications, and certifications as to compliance with the terms of the Tax
Regulatory Agreement, and shall include, but shall not be limited to, all
certifications and reports of compliance with the Requirements required by the
Authority.  Tenant shall submit the
Reports at least five (5) days prior to the required submission date, and
Tenant shall simultaneously provide Landlord with a copy of the Reports.  ARTICLE 22  ARBITRATION  Landlord
or Tenant may elect to submit any dispute hereunder that has an amount in
controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in
Boston, Massachusetts in accordance with the Commercial Arbitration Rules of
the American Association then pertaining and the decision of the arbitrators
with respect to such dispute shall be binding, final and conclusive on the
parties.  In the
event Landlord or Tenant shall elect to submit any such dispute to arbitration
hereunder, Landlord and Tenant shall each appoint and pay all fees of a fit and
impartial person as arbitrator with at least ten (10) years recent
professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in
writing by each party to the other, and the arbitrators so appointed, in the
event of their failure to agree within thirty (30) days after the appointment
of the second arbitrator upon the matter so submitted, shall appoint a third
arbitrator.  If either Landlord or Tenant
shall fail to appoint an arbitrator, as aforesaid, for a period of twenty (20)
days after written notice from the other party to make such appointment, then
the arbitrator appointed by the party having made such appointment shall
appoint a second arbitrator and the two (2) so appointed shall, in the
event of their failure to agree upon any decision within thirty (30) days
thereafter, appoint a third arbitrator. 
If such arbitrators fail to agree upon a third arbitrator within forty
five (45) days after the appointment of the second arbitrator, then such  65


third arbitrator shall be appointed by the American Arbitration
Association from its qualified panel of arbitrators, and shall be a person
having at least ten (10) years recent professional experience as to the
subject matter in question.  The fees of
the third arbitrator and the expenses incident to the proceedings shall be
borne equally between Landlord and Tenant, unless the arbitrators decide
otherwise.  The fees of respective
counsel engaged by the parties, and the fees of expert witnesses and other
witnesses called for the parties, shall be paid by the respective party
engaging such counsel or calling or engaging such witnesses.  The
decision of the arbitrators shall be rendered within thirty (30) days after
appointment of the third arbitrator. 
Such decision shall be in writing and in duplicate, one counterpart
thereof to be delivered to Landlord and one to Tenant.  A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance
with the rules and statutes applicable thereto then obtaining.  Landlord
and Tenant acknowledge and agree that, to the extent any such dispute shall
involve any Manager and be subject to arbitration pursuant to such Managers
Management Agreement, Landlord and Tenant shall cooperate to consolidate any
such arbitration hereunder and under such Management Agreement into a single
proceeding.  ARTICLE 23  MISCELLANEOUS  23.1        Limitation
on Payment of Rent. All agreements between Landlord and Tenant
herein are hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the
Rent or any other amounts payable to Landlord under this Agreement exceed the
maximum permissible under applicable law, the benefit of which may be asserted
by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment
of any provision of this Agreement, at the time performance of such provision
shall be due, shall involve transcending the limit of validity prescribed by
law, or if from any circumstances Landlord should ever receive as fulfillment
of such provision such an excessive amount, then, ipso facto,
the amount which would be excessive shall be applied to the reduction of the
installment(s) of Minimum Rent next due and not to the payment of such
excessive amount.  This provision shall
control every other provision of  66


this Agreement and any other agreements between Landlord and Tenant.  23.2        No
Waiver. No failure
by Landlord or Tenant to insist upon the strict performance of any term hereof
or to exercise any right, power or remedy consequent upon a breach thereof, and
no acceptance of full or partial payment of Rent during the continuance of any
such breach, shall constitute a waiver of any such breach or of any such
term.  To the maximum extent permitted by
law, no waiver of any breach shall affect or alter this Agreement, which shall
continue in full force and effect with respect to any other then existing or
subsequent breach.  23.3        Remedies
Cumulative.To the
maximum extent permitted by law, each legal, equitable or contractual right,
power and remedy of Landlord or Tenant, now or hereafter provided either in
this Agreement or by statute or otherwise, shall be cumulative and concurrent
and shall be in addition to every other right, power and remedy and the
exercise or beginning of the exercise by Landlord or Tenant (as applicable) of
any one or more of such rights, powers and remedies shall not preclude the
simultaneous or subsequent exercise by Landlord of any or all of such other
rights, powers and remedies.  23.4        Severability. Any clause, sentence,
paragraph, section or provision of this Agreement held by a court of competent
jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate
or nullify the remainder of this Agreement, but rather the effect thereof shall
be confined to the clause, sentence, paragraph, section or provision so held to
be invalid, illegal or ineffective, and this Agreement shall be construed as if
such invalid, illegal or ineffective provisions had never been contained
therein.  23.5        Acceptance
of Surrender. No
surrender to Landlord of this Agreement or of the Leased Property or any part
thereof, or of any interest therein, shall be valid or effective unless agreed
to and accepted in writing by Landlord and no act by Landlord or any
representative or agent of Landlord, other than such a written acceptance by
Landlord, shall constitute an acceptance of any such surrender.  23.6        No
Merger of Title. It is expressly acknowledged and agreed that
it is the intent of the parties that there shall be no merger of this Agreement
or of the leasehold estate created hereby by reason of the fact that the same
Person may acquire, own or hold, directly or indirectly this Agreement or the
leasehold estate created hereby and the fee estate or ground landlords
interest in the Leased Property.  67


23.7Conveyance
by Landlord. If Landlord or any
successor owner of all or any portion of the Leased Property shall convey all
or any portion of the Leased Property in accordance with the terms hereof other
than as security for a debt, and the grantee or transferee of such of the
Leased Property shall expressly assume all obligations of Landlord hereunder
arising or accruing from and after the date of such conveyance or transfer,
Landlord or such successor owner, as the case may be, shall thereupon be released
from all future liabilities and obligations of Landlord under this Agreement
with respect to such of the Leased Property arising or accruing from and after
the date of such conveyance or other transfer and all such future liabilities
and obligations shall thereupon be binding upon the new owner.  23.8Quiet
Enjoyment. Tenant shall
peaceably and quietly have, hold and enjoy the Leased Property for the Term,
free of hindrance or molestation by Landlord or anyone claiming by, through or
under Landlord, but subject to (a) any Encumbrance permitted under Article 20
or otherwise permitted to be created by Landlord hereunder, (b) all
Permitted Encumbrances, (c) liens as to obligations of Landlord that are
either not yet due or which are being contested in good faith and by proper
proceedings, provided the same do not materially interfere with Tenants
ability to operate any Facility and (d) liens that have been consented to
in writing by Tenant.  Except as
otherwise provided in this Agreement, no failure by Landlord to comply with the
foregoing covenant shall give Tenant any right to cancel or terminate this
Agreement or abate, reduce or make a deduction from or offset against the Rent
or any other sum payable under this Agreement, or to fail to perform any other
obligation of Tenant hereunder.  23.9No
Recordation.  Neither Landlord
nor Tenant shall record this Agreement.  23.10Notices.  (a)Any
and all notices, demands, consents, approvals, offers, elections and other
communications required or permitted under this Agreement shall be deemed
adequately given if in writing and the same shall be delivered either in hand,
by telecopier with written acknowledgment of receipt, or by mail or Federal
Express or similar expedited commercial carrier, addressed to the recipient of
the notice, postpaid and registered or certified with return receipt requested
(if by mail), or with all freight charges prepaid (if by Federal Express or
similar carrier).  68


(b)All
notices required or permitted to be sent hereunder shall be deemed to have been
given for all purposes of this Agreement upon the date of acknowledged receipt,
in the case of a notice by telecopier, and, in all other cases, upon the date
of receipt or refusal, except that whenever under this Agreement a notice is
either received on a day which is not a Business Day or is required to be
delivered on or before a specific day which is not a Business Day, the day of
receipt or required delivery shall automatically be extended to the next
Business Day.  (c)All
such notices shall be addressed,  if to Landlord:  c/o Senior Housing
Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349  if to Tenant to:  c/o Five Star Quality
Care, Inc.
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. Bruce J. Mackey Jr.
Telecopier No. (617) 796-8385  (d)By
notice given as herein provided, the parties hereto and their respective
successors and assigns shall have the right from time to time and at any time
during the term of this Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address any other address within the United States
of America.  23.11Construction. Anything contained in this Agreement
to the contrary notwithstanding, all claims against, and liabilities of, Tenant
or Landlord arising prior to any date of termination or expiration of this
Agreement with respect to the Leased Property shall survive such termination or
expiration.  In no event shall Landlord
be liable for any consequential damages suffered by Tenant as the result of a
breach of this Agreement by Landlord. 
Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated except by an instrument in writing signed by the party
to be charged.  All the terms and
provisions of this Agreement shall be binding  69


upon and inure to the benefit of the parties hereto and their
respective successors and assigns.  Each
term or provision of this Agreement to be performed by Tenant shall be
construed as an independent covenant and condition.  Time is of the essence with respect to the
provisions of this Agreement.  Except as
otherwise set forth in this Agreement, any obligations of Tenant (including
without limitation, any monetary, repair and indemnification obligations) and
Landlord shall survive the expiration or sooner termination of this Agreement.  23.12Counterparts;
Headings. This Agreement may be
executed in two or more counterparts, each of which shall constitute an
original, but which, when taken together, shall constitute but one instrument
and shall become effective as of the date hereof when copies hereof, which,
when taken together, bear the signatures of each of the parties hereto shall
have been signed.  Headings in this
Agreement are for purposes of reference only and shall not limit or affect the
meaning of the provisions hereof.  23.13Applicable
Law, Etc.  This Agreement shall
be interpreted, construed, applied and enforced in accordance with the laws of
The Commonwealth of Massachusetts applicable to contracts between residents of
Massachusetts which are to be performed entirely within Massachusetts,
regardless of (a) where this Agreement is executed or delivered; or (b) where
any payment or other performance required by this Agreement is made or required
to be made; or (c) where any breach of any provision of this Agreement
occurs, or any cause of action otherwise accrues; or (d) where any action
or other proceeding is instituted or pending; or (e) the nationality,
citizenship, domicile, principal place of business, or jurisdiction of
organization or domestication of any party; or (f) whether the laws of the
forum jurisdiction otherwise would apply the laws of a jurisdiction other than
Massachusetts; or (g) any combination of the foregoing.  Notwithstanding the foregoing, the laws of
the State shall apply to the perfection and priority of liens upon and the
disposition of any Property.  23.14Right to Make
Agreement. Each party warrants,
with respect to itself, that neither the execution of this Agreement, nor the
consummation of any transaction contemplated hereby, shall violate any
provision of any law, or any judgment, writ, injunction, order or decree of any
court or governmental authority having jurisdiction over it; nor result in or
constitute a breach or default under any indenture, contract, other commitment
or restriction to which it is a party or by which it is bound; nor require any
consent, vote or approval which has not been given or taken, or at the time of
the  70


transaction involved shall not have been given or taken.  Each party covenants that it has and will
continue to have throughout the term of this Agreement and any extensions
thereof, the full right to enter into this Agreement and perform its obligations
hereunder.  23.15Attorneys
Fees.  If any lawsuit or
arbitration or other legal proceeding arises in connection with the
interpretation or enforcement of this Agreement, the prevailing party therein
shall be entitled to receive from the other party the prevailing partys costs
and expenses, including reasonable attorneys fees incurred in connection
therewith, in preparation therefor and on appeal therefrom, which amounts shall
be included in any judgment therein.  23.16Nonliability of Trustees.  THE
DECLARATION OF TRUST ESTABLISHING LANDLORD, A COPY OF WHICH, TOGETHER WITH ALL
AMENDMENTS THERETO (COLLECTIVELY, THE DECLARATION), IS DULY FILED WITH
THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES
THAT THE NAME SNH NS PROPERTIES TRUST REFERS TO THE TRUSTEES UNDER SUCH
DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND
THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF LANDLORD SHALL BE
HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR
CLAIM AGAINST, LANDLORD.  ALL PERSONS
DEALING WITH LANDLORD, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF LANDLORD
FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.  23.17STATE-SPECIFIC WAIVERS.  (a)SECTION 12.1 OF THIS AGREEMENT PROVIDES
A CONFESSION OF JUDGMENT AGAINST TENANT IN EJECTMENT.  IN CONNECTION THEREWITH, TENANT KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND, UPON ADVICE OF SEPARATE COUNSEL,
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO PRIOR NOTICE AND
AN OPPORTUUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE
UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.  WITHOUT LIMITATION OF THE FOREGOING, TENANT
HEREBY SPECIFICALLY WAIVES, TO THE FULLEXT EXTENT LEGALLY WAIVABLE, ALL RIGHTS
TENANT HAS OR MAY HAVE TO NOTICE AND ANY OPPORTUNITY FOR A HEARING PRIOR
TO EXECUTION UPON ANY JUDGMENT CONFESSED AGAINST TENANT BY LANDLORD HEREUNDER.  (b)TENANT (I) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF LANDLORD HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT LANDLORD WILL NOT SEEK TO EXERCISE OR ENFORCE ITS RIGHTS TO
CONFESS JUDGMENT HEREUNDER, AND (II)  71


ACKNOWLEDGES THAT THE
EXECUTION OF THIS AGREEMENT BY LANDLORD HAS BEEN MATERIALLY INDUCED BY, AMONG
OTHER THINGS, THE INCLUSION IN THIS AGREEMENT OF SAID RIGHTS TO CONFESS
JUDGMENT AGAINST TENANT.  TENANT FURTHER
ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS SAID PROVISIONS WITH
TENANTS INDEPENDENT LEGAL COUNSEL AND THAT THE MEANING AND EFFECT OF SUCH PROVISIONS
HAS BBEEN FULLY EXPLAINED TO TENANT BY SUCH COUNSEL, AND AS EVIDENCE OF SUCH
FACT AN AUTHORITZED OFFICER OF TENANT SIGNS HIS OR HER INITIALS IN THE SPACE
PROVIDED BELOW.  /s/ BMTENANTS INITALS  23.18Original Lease. 
Landlord and Tenant acknowledge and agree that this Agreement amends and
restates the Original Lease in its entirety as of the date of this Agreement
and that this Agreement shall govern the rights and obligations of the parties
with respect to the Leased Property from and after the date of this
Agreement.  Notwithstanding the
foregoing, the Original Lease shall continue to govern the rights and
obligations of the parties with respect to the Leased Property prior to the
date of this Agreement.  Landlord and
Tenant further acknowledge that the Term of the Original Lease terminated with
respect to the Sale Properties as of the date hereof.  [Remainder
of page intentionally left blank.]  72


IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed instrument as of
the date above first written.   LANDLORD:SNH NS PROPERTIES TRUST, aMaryland real estate investment trustBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer and Chief Financial OfficerTENANT:FIVE STAR QUALITY CARE  NSTENANT, LLC, a Maryland
  limited liability companyBy:
  /s/ Bruce J. Mackey Jr.Bruce J. Mackey Jr.President  73


EXHIBITS A-1 THROUGH A-7  LAND  Certain Exhibits to this agreement have been omitted.  The Company agrees to furnish supplementally
copies of any of the omitted Exhibits to the Securities and Exchange Commission
upon request.