Exhibit 99.17  AMENDED
AND RESTATED SUBTENANT SECURITY AGREEMENT (LEASE
NO. 3)  THIS
AMENDED AND RESTATED SUBTENANT SECURITY AGREEMENT(this Agreement) is entered into
as of this 30thday of June, 2008 by and among (i) each
of the parties identified on the signature page hereof as the Subtenants
(each a Subtenant and collectively, the Subtenants), and (ii) each
of the parties identified on the signature page hereof as the Secured
Parties (collectively, the Secured Parties).  W I T N E S S E T H:  WHEREAS, the Secured Parties and Five Star Quality Care Trust (Tenant)
are parties to that certain Second Amended and Restated Lease Agreement, dated
as of November 19, 2004, as the same has been amended to date (as so
amended, the Original Lease); and  WHEREAS,pursuant to various Sublease Agreements
as further described on Exhibit A attached hereto as the Subleases
(collectively, the Subleases), Tenant subleases certain of the
premises demised under the Original Lease to the Subtenants, subject to and
upon the terms and conditions set forth in the Subleases; and  WHEREAS,pursuant to the Original Lease, certain
of the Secured Parties and certain of the Subtenants are parties to that
certain Security Agreement dated as of December 31, 2001 and/or that certain
Security Agreement dated as of October 25, 2002, as confirmed from time to
time (as so confirmed, collectively, the Original Subtenant Security
Agreements), , pursuant to which the Subtenants granted to such Secured
Parties a first and perfected lien and security interest in certain collateral
related to the properties demised under the Original Lease which they sublease
pursuant to the Subleases; and  WHEREAS, as of the date hereof, the Secured Parties and Tenant are amending,
restating and bifurcating the Original Lease into two separate leases, one of
which shall be named the Amended and Restated Master Lease Agreement(Lease No. 3),
(the Amended Lease No. 3); and  WHEREAS,pursuant to the Amended Lease No. 3, the
Subtenants are required to grant to the Secured Parties a first


and perfected lien and security interest in certain
collateral related to the properties demised under the Amended Lease No. 3
which they sublease pursuant to the Subleases (collectively, the Subleased
Properties); and  WHEREAS,in connection with the foregoing the Subtenants and
the Secured Parties wish to amend and restate the Original Subtenant Security
Agreements into two separate security agreements, one of which shall act as
security for the payment and performance of the Obligations (as hereinafter
defined), all subject to and upon the terms and conditions herein set forth;  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, the Subtenants and the Secured Parties hereby agree that
the Original Subtenant Security Agreements are hereby amended and restated,
effective as of the date hereof, to read as follows:  Section 1.Definitions.As used in
this Agreement, the following terms shall have the meanings specified
below.  Except as otherwise defined,
terms defined in the Uniform Commercial Code and used herein without definition
shall have the meanings given such terms in the Uniform Commercial Code.  Affiliated
Person shall have the meaning given such term in the
Amended Lease No. 3.  Amended
Lease No. 3shall have the meaning given such term in the recitals to this
Agreement.  Business
Day shall have the meaning given such term in the
Amended Lease No. 3.  Collateralshall mean all of each Subtenants
right, title and interest in and under or arising out of all and any personal
property, intangibles and fixtures of any type or description (other than
Excluded Collateral), wherever located and now existing or hereafter arising,
or which constitute or arise from the operation, maintenance or repair of its
Subleased Properties or any portion thereof, together with any and all
additions and accessions thereto and replacements, products, proceeds
(including, without limitation, proceeds of insurance) and supporting
obligations thereof, including, but not limited to, the following:  2


(a)all goods, including,
without limitation, all Equipment; and  (b)all General Intangibles;
and  (c)all
other personal property or fixtures of any nature whatsoever which relate to
the operation, maintenance or repair of each Subleased Property, or any portion
thereof, and all property from time to time described in any financing
statement signed by such Subtenant naming the Secured Parties as secured
parties; and  (d)all claims, rights,
powers or privileges and remedies relating to the foregoing or arising in
connection therewith, including, without limitation, all Licenses and Permits
which such Subtenant legally may grant a security interest in, rights to make
determinations, to exercise any election (including, but not limited to,
election of remedies) or option or to give or receive any notice, consent,
waiver or approval; all liens, security, guaranties, endorsements, warranties
and indemnities and all insurance, eminent domain and condemnation awards and
claims therefor relating thereto or arising in connection therewith; all rights
to property forming the subject matter of any of the foregoing, including,
without limitation, rights to stoppage in transit and rights to returned
or repossessed property; all writings relating to the foregoing or arising in
connection therewith; and  (e)all
contract rights, general intangibles and other property rights of any nature
whatsoever arising out of or in connection with any of the foregoing (other
than Excluded Collateral), including, without limitation, payments due or to
become due, whether as repayments, reimbursements, contractual obligations,
indemnities, damages or otherwise.  Equipmentshall mean all buildings, structures,
improvements, fixtures and items of machinery, equipment and other tangible
personal property which constitute, arise from or relate to the operation,
maintenance or repair of each Subtenants Subleased Properties or any portion
thereof, together with all repairs, replacements, improvements, substitutions,
extensions or renewals thereof or additions thereto, all parts, additions and
accessories incorporated therein or affixed thereto, and all equipment as
such term is  3


defined in the Uniform Commercial Code, and all cash
and non-cash proceeds therefrom.  Event
of Defaultshall have the meaning given such term in Section 6.  Excluded
Collateral shall mean (a) all Accounts of each Subtenant, (b) all Deposit
Accounts and Securities Accounts of each Subtenant, (c) all Chattel Paper
of each Subtenant, (d) all General Intangibles relating to such Accounts
or Chattel Paper, (e) all Support Obligations relating to any of the
foregoing, (f) all Instruments or Investment Property evidencing or
arising from any Accounts or Chattel Paper, (g) all documents, books,
records or other information pertaining to any of the foregoing (including,
without limitation, customer lists, credit files, computer programs, printouts,
tapes, discs, punch cards, data processing software and other computer
materials and records and related property and rights), (h) all accessions to, substitutions for, and all
replacements, products and proceeds of the foregoing (including without
limitation, proceeds of insurance policies insuring any of the foregoing) and (i) any
of the Subleases under which any Subtenant is a party.  Facilities shall
have the meaning given such term in the Amended Lease No. 3.  General
Intangiblesshall
mean all present and future general intangibles and contract rights (other than
Excluded Collateral) which constitute, arise from or relate to the operation,
maintenance or repair of each Subtenants Subleased Properties, or any portion
thereof, including, but not limited to, all causes of action, corporate or
business records, inventions, designs, patents, patent applications, trademarks,
trademark registrations and applications therefor, goodwill, trade names, trade
secrets, trade processes, copyrights, copyright registrations and applications
therefor, franchises, customer lists, computer programs, claims under
guaranties, tax refund claims, rights and claims against carriers and shippers,
leases, claims under insurance policies, all rights to indemnification and all
other intangible personal property of every kind and nature which constitutes,
arises from or relates to the operation, maintenance or repair of such
Subleased Properties, or any portion thereof.  Instrumentshall have the meaning given such term
in Article 9 of the Uniform Commercial Code.  4


Leased
Property shall have the meaning given such term in the
Amended Lease No. 3.  Licensesshall mean all certificates of need (if
any), licenses, permits, rights of use, covenants or rights otherwise
benefiting or permitting the use and operation of each Subtenants Subleased
Properties or any part thereof pertaining to the operation, maintenance or
repair of such Subleased Properties or any portion thereof.  Obligationsshall mean each and every obligation and liability of Tenant to the
Secured Parties under the Original Lease and Amended Lease No. 3 or any
other document or agreement executed and delivered pursuant thereto, including,
without limitation, the payment of the rent and the payment and performance of
each and every other obligation of Tenant to the Secured Parties, whether
direct or indirect, absolute or contingent, due or to become due.  Original
Leaseshall have the meaning given such term in the
recitals to this Agreement.  Original
Subtenant Security Agreementsshall have the meaning given such term in the recitals
to this Agreement.  Overdue
Rate shall have the meaning given such term in the
Amended Lease No. 3.  Permitsshall mean all permits, approvals,
consents, waivers, exemptions, variances, franchises, orders, authorizations,
rights and licenses obtained or hereafter obtained from any federal, state or
other governmental authority or agency relating to the operation, maintenance
or repair of each Subtenants Subleased Properties, or any portion thereof.  Personshall have the meaning given such term in the Amended Lease No. 3.  Property
shall have the meaning given such term in the Amended Lease No. 3.  Rent
shall have the meaning given such term in the Amended Lease No. 3.  Secured
Partiesshall
have the meaning given such term in the preamble to this Agreement.  5


Subleased
Propertiesshall have the meaning given such term in the
recitals.  Subleasesshall have the meaning given such term in the recitals to this Agreement.  Subtenantsshall have the
meaning given such term in the preamble to this Agreement.  Tenantshall have the
meaning given such term in the recitals to this Agreement.  Uniform
Commercial Codemeans Article 9 of the Uniform
Commercial Code as in effect in the Commonwealth of Massachusetts from time to
time.  Section 2.Security Interest.As security
for the prompt payment and performance of all the Obligations, each Subtenant
hereby grants, pledges, transfers and assigns to the Secured Parties, their
successors and assigns and all other holders from time to time of the
Obligations, a continuing security interest under the Uniform Commercial Code
from time to time in effect in the jurisdiction in which any of the Collateral
is located in and a continuing lien upon all of such Subtenants right, title
and interest in the Collateral, together with any and all additions thereto and
replacements, products and proceeds thereof, whether now existing or hereafter
arising or acquired and wherever located.  Section 3.General Representations, Warranties and  Covenants.Each Subtenant represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement, as follows:  (a)Each of the
warranties and representations of such Subtenant contained herein or in any
other document executed by such Subtenant in connection herewith are true and
correct on the date hereof.  (b)Except for the
lien granted to the Secured Parties pursuant to this Agreement and any liens
permitted under the Amended Lease No. 3, each Subtenant is, and as to the
Collateral acquired from time to time after the date hereof such Subtenant will
be, the owner of all the Collateral free from any lien, security interest,
encumbrance or other right, title or interest of any Person, except for the
security interest of the Secured Parties therein, and such Subtenant shall
defend the Collateral against all claims and demands of all Persons at any  6


time claiming the same or
any interest therein adverse to the Secured Parties.  The lien granted in this Agreement by such
Subtenant to the Secured Parties in the Collateral is not prohibited by and
does not constitute a default under any agreements or other instruments
constituting a part of the Collateral, and no consent is required of any Person
to effect such lien which has not been obtained.  (c)Except as
permitted under the Amended Lease No. 3, there is no financing statement
(or similar statement or instrument of registration under the law of any
jurisdiction) now on file or registered in any public office covering any
interest of any kind in the Collateral, or intended so to be, which has not
been terminated, and so long as this Agreement remains in effect or any of the
Obligations or any obligations of any Affiliated Person of such Subtenant to
the Secured Parties remain unpaid, such Subtenant will not execute and there
will not be on file in any public office any financing statement (or similar
statement or instrument of registration under the law of any jurisdiction) or
statements relating to the Collateral, except financing statements filed or to
be filed in respect of and covering the security interest of the Secured
Parties.  (d)The chief
executive office and the principal place of business of each Subtenant are as
set forth in Schedule 1 and such Subtenant will not move its chief
executive office or establish any other principal place of business except to
such new location as such Subtenant may establish in accordance with this Section 3(d).  The location of each Facility comprising a
portion of such Subtenants Subleased Properties is as set forth in Schedule
2.  The originals of all documents
evidencing Collateral and the only original books of account and records of
each Subtenant relating thereto are, and will continue to be, kept at such
chief executive office or the applicable Facility, as the case may be, or at
such new location as such Subtenant may establish in accordance with this Section 3(d).  No Subtenant shall move its chief executive
office or establish any other principal place of business until (i) such
Subtenant shall have given to the Secured Parties not less than ten (10) days
prior written notice of its intention to do so, which notice shall clearly
describe such new location and provide such other information in connection
therewith as the Secured Parties may reasonably request, and (ii) with
respect to such new location, such Subtenant shall have taken such action,
satisfactory to the Secured Parties (including, without limitation, all action  7


required by Section 5),
to maintain the security interest of the Secured Parties in the Collateral.  (e)All tangible
personal property owned on the date hereof by such Subtenant to be used in
connection with the operation or maintenance of each Subleased Property of such
Subtenant, or any portion thereof, is located at each applicable Subleased
Property or is in transit to such Subleased Property from the vendor
thereof.  Each Subtenant agrees that (i) all
such property held by such Subtenant on the date hereof, once at each
applicable Subleased Property, shall remain at such Subleased Property and (ii) all
such property subsequently acquired by such Subtenant shall immediately upon
acquisition be transferred to and remain at the applicable Subleased Property.  (f)Such
Subtenants corporate name and organizational identification number are as set
forth on Schedule 1 attached hereto. 
The name under which each of the Facilities is operated is set forth on Schedule
2.  Each Subtenant agrees that it
shall not (i) change such names without providing the Secured Parties with
thirty (30) days prior written notice and making all filings and taking all
such other actions as the Secured Parties determine are necessary or
appropriate to continue or perfect the security interest granted hereunder, (ii) change
its corporate organizational number, nor (iii) conduct its business in any
other name or take title to any Collateral in any other name while this
Agreement remains in effect.  Except as
otherwise set forth on Schedule 1, no Subtenant has ever had any other
name or conducted business in any other name in any jurisdiction.  Each Subtenants organizational structure is
as set forth on Schedule 1 attached hereto.  Subject to the terms and conditions of the
Amended Lease No. 3 and the Subleases, no Subtenant shall change its
organizational structure or jurisdiction of organization without giving at least
thirty (30) days prior written notice thereof to the Secured Parties.  (g)The Secured
Parties are authorized (but are under no obligation) to make, upon ten (10) Business
Days notice to the applicable Subtenant (except in the case of exigent circumstances,
in which circumstances upon such notice, if any, as may then be reasonably
practical), any payments which in the Secured Parties opinion are necessary
to:  (i)discharge
any liens which have or may take priority over the lien hereof; and  8


(ii)pay all premiums payable on the
insurance policies referred to in the Amended Lease No. 3 or any other
document or agreement executed in connection therewith or herewith, upon the
failure of Tenant to make such payments within the time permitted therein.  No
Subtenant shall have any claim against the Secured Parties by reason of its
decision not to make any payments or perform such obligations permitted under
this Section 3(g).  Each
Subtenant shall repay to the Secured Parties any sums paid by the Secured
Parties upon demand.  Any sums paid and
expenses incurred by the Secured Parties pursuant to this paragraph shall bear
interest at the Overdue Rate.  (h)If any of the
Collateral at any time becomes evidenced by an Instrument, the Subtenant which
owns such Collateral shall promptly deliver such Instrument to the Secured
Parties, appropriately endorsed to the order of the Secured Parties, to be held
pursuant to this Agreement.  (i)No
Subtenant shall sell, transfer, change the registration, if any, of, dispose
of, attempt to dispose of, or substantially modify or abandon the Collateral or
any material part thereof, other than as permitted under the Amended Lease No. 3,
without the prior written consent of the Secured Parties.  Except as permitted under the Amended Lease No. 3,
no Subtenant shall create, incur, assume or suffer to exist any lien upon any
of the Collateral without the prior written consent of the Secured Parties.  (j)No
Subtenant shall assert against the Secured Parties any claim or defense which
such Subtenant may have against any seller of the Collateral or any part
thereof or against any Person with respect to the Collateral or any part
thereof.  (k)Each Subtenant
shall, upon demand, pay to the Secured Parties the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts and agents, which the Secured Parties may incur in
connection with (i) the administration of this Agreement, (ii) the
custody or  preservation of, or the sale
of, collection from, or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Secured Parties hereunder
and under such other agreements or (iv) the failure by such Subtenant to
perform or observe any of the provisions hereof.  9


(l)Each
Subtenant shall indemnify and hold harmless the Secured Parties from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Secured Parties in any way relating to or arising out of this Agreement or arising
out of such Subtenants obligations under any other documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or
thereby or the enforcement of any of the terms hereof or of any such other
documents.  Section 4.Special Provisions Concerning Equipment.No Subtenant shall impair the rights of the Secured Parties in the
Equipment.  Regardless of the manner of
the affixation of any Equipment to real property, the Equipment so attached
shall at all times constitute and remain personal property.  Each Subtenant retains all liability and
responsibility in connection with its Equipment and the liability of such
Subtenant to pay the Obligations shall in no way be affected or diminished by
reason of the fact that such Equipment may be lost, destroyed, stolen or
damaged or for any reason whatsoever have become unavailable to such
Subtenant.  Upon the request of the
Secured Parties, any Subtenant shall provide to the Secured Parties a current
list of its Equipment.  Section 5.  Financing
Statements; Documentary Stamp Taxes.  (a)Each Subtenant
shall, at its own expense, make, execute, endorse, acknowledge, file and/or
deliver to the Secured Parties from time to time such lists, descriptions and
designations of inventory, warehouse receipts, bills of lading, documents of
title, vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates,
reports and other assurances or instruments and take such further steps
relating to the Collateral and other property or rights covered by the security
interest hereby granted, which the Secured Parties reasonably deem appropriate
or advisable to perfect, preserve or protect their security interest in the Collateral.  Each Subtenant authorizes the Secured Parties
to file any such financing statements without the signature of such Subtenant
and such Subtenant will pay all applicable filing fees and related expenses.  To the extent permitted by law, a carbon, photographic
or other reproduction of this Agreement or a financing statement shall be
sufficient as a financing statement.  10


(b)Each Subtenant
shall procure, pay for, affix to any and all documents and cancel any
documentary tax stamps required by and in accordance with, applicable law with
respect to its Collateral, and the Subtenants shall indemnify and hold harmless
the Secured Parties from and against any liability  (including interest and penalties) in respect
of such documentary stamp taxes.  Section 6.Event of Default.For purposes
of this Agreement, the term Event of Default shall mean (a) the
occurrence of an Event of Default under the Amended Lease No. 3 or any
document or agreement executed in connection therewith; (b) the failure of
any Subtenant to comply with any of its covenants or obligations under this
Agreement and the continuance thereof for a period of ten (10) Business
Days after written notice thereof; (c) any representation or warranty
contained herein or made by any Subtenant in connection herewith shall prove to
have been false or misleading in any material respect when made; or (d) the
occurrence of any default or event of default under any document, instrument or
agreement evidencing the Obligations.  Section 7.  Remedies.  (a)Upon the
occurrence and during the continuance of an Event of Default, in addition to
any rights and remedies now or hereafter granted under applicable law, under
the Amended Lease No. 3 or under any other documents or agreements entered
into in connection herewith or therewith, and not by way of limitation of any
such rights and remedies, the Secured Parties shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code as enacted in any
applicable jurisdiction, and the right, without notice to, or assent by, any
Subtenant, in the name of such Subtenant or in the name of the Secured Parties
or otherwise:  (i)with
respect to the General Intangibles to ask for, demand, collect, receive,
compound and give acquittance therefor or any part thereof, to extend the time
of payment of, compromise or settle for cash, credit or otherwise, and upon any
terms and conditions, any thereof, to exercise and enforce any rights and
remedies in respect thereof, and to file any claims, commence, maintain or
discontinue any actions, suits or other proceedings deemed by the Secured
Parties necessary or advisable for the purpose  11


of collecting or enforcing
payment and performance thereof;  (ii)to take possession of any or all of
the Collateral and to use, hold, store, operate, merge and/or control the same
and to exclude such Subtenant and all Persons claiming under it wholly or
partly therefrom, and, for that purpose, to enter, with the aid and assistance
of any Person or Persons and with or without legal process, any premises where
the Collateral, or any part thereof, are, or may be, placed or assembled, and
to remove any such Collateral;  (iii)from time to time, at the expense of
such Subtenant, to make all such repairs, replacements, alterations, additions
and improvements to and of the Collateral as the Secured Parties may reasonably
deem proper; to carry on the business and to exercise all rights and powers of
such Subtenant in respect to the Collateral, as the Secured Parties shall deem
best, including the right to enter into any and all such agreements with
respect to the leasing, management and/or operation of the Collateral or any
part thereof as the Secured Parties may see fit; to collect and receive all
rents, issues, profits, fees, revenues and other income of the same and every
part thereof which rents, issues, profits, fees, revenues and other income may
be applied to pay the expenses of holding and operating the Collateral and of
conducting the business thereof, and of all maintenance, repairs, replacements,
alterations, additions and improvements, and to make all payments which the
Secured Parties may be required or may elect to make, if any, for taxes,
assessments, insurance and other charges upon the Collateral or any part
thereof, and all other payments which the Secured Parties may be required or
authorized to make under any provision of this Agreement (including, without
limitation, reasonable legal costs and attorneys fees);  (iv)to execute any instrument and do all
other things necessary and proper to protect and  12


preserve and
realize upon the Collateral and the other rights contemplated hereby;  (v)upon notice to such effect, to
require any Subtenant to deliver, at such Subtenants expense, any or all
Collateral which is reasonably movable to the Secured Parties at a place
designated by the Secured Parties, and after delivery thereof such Subtenant
shall have no further claim to or interest in the Collateral; and  (vi)without obligation to resort to other
security, at any time and from time to time, to sell, re-sell, assign and
deliver all or any of the Collateral, in one or more parcels at the same or
different times, and all right, title and interest, claim and demand therein
and right of redemption thereof, at public or private sale, for cash, upon
credit or for future delivery, and at such price or prices and on such terms as
the Secured Parties may determine, with the amounts realized from any such sale
to be applied to the Obligations in the manner determined by the Secured
Parties.  Each
Subtenant hereby agrees that all of the foregoing may be effected without
demand, advertisement or notice (except as hereinafter provided or as may be
required by law), all of which (except as hereinafter provided) are hereby
expressly waived, to the maximum extent permitted by law.  The Secured Parties shall not be obligated to
do any of the acts hereinabove authorized and in the event that the Secured
Parties elect to do any such act, the Secured Parties shall not be responsible
to any Subtenant.  (b)Upon the
occurrence and during the continuance of an Event of Default, the Secured Parties
may take legal proceedings for the appointment of a receiver or receivers (to
which the Secured Parties shall be entitled as a matter of right) to take
possession of the Collateral pending the sale thereof pursuant either to the
powers of sale granted by this Agreement or to a judgment, order or decree made
in any judicial proceeding for the foreclosure or involving the enforcement of
this Agreement.  If, after the exercise
of any or all of such rights and remedies, any of the Obligations shall remain
unpaid or unsatisfied, such Subtenant shall remain liable for any deficiency or
performance thereof, as applicable.  13


(c)Upon
any sale of any of the Collateral, whether made under the power of sale hereby
given or under judgment, order or decree in any judicial proceeding for the
foreclosure or involving the enforcement of this Agreement:  (i)the Secured Parties may bid for and purchase the
property being sold and, upon compliance with the terms of sale, may hold,
retain and possess and dispose of such property in its own absolute right
without further accountability, and may, in paying the purchase money therefor,
deliver any instruments evidencing the Obligations or agree to the satisfaction
of all or a portion of the Obligations in lieu of cash in payment of the amount
which shall be payable thereon, and such instruments, in case the amounts so
payable thereon shall be less than the amount due thereon, shall be returned to
the Secured Parties after being appropriately stamped to show partial payment;  (ii)the Secured Parties may make and deliver to the
purchaser or purchasers a good and sufficient deed, bill of sale and instrument
of assignment and transfer of the property sold;  (iii)all right, title, interest, claim and demand
whatsoever, either at law or in equity or 
otherwise, of any Subtenant of, in and to the property so sold shall be
divested; such sale shall be a perpetual bar both at law and in equity against
such Subtenant, its successors and assigns, and against any and all Persons
claiming or who may claim the property sold or any part thereof from, through
or under such Subtenant, its successors or assigns;  (iv)the receipt of the Secured Parties or of the officers
thereof making such sale shall be a sufficient discharge to the purchaser or
purchasers at such sale for his or their purchase money, and such purchaser or
purchasers, and his or their assigns or personal representatives, shall not,
after paying such purchase money and receiving such receipt of the Secured
Parties or of such officer therefor, be obliged to see to the application of
such purchase money or be in any way answerable for  14


any loss, misapplication or nonapplication thereof; and  (v)to the extent that it may lawfully do so, each
Subtenant agrees that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take advantage of, any appraisement, valuation,
stay, extension or redemption laws, or any law permitting it to direct the
order in which the Collateral or any part thereof shall be sold, now or at any
time hereafter in force, which may delay, prevent or otherwise affect the
performance or enforcement of this Agreement or any other document, the Amended
Lease No. 3 or any other document or agreement entered into in connection
herewith or therewith, and each Subtenant hereby expressly waives all benefit or
advantage of any such laws and covenants that it will not hinder, delay or
impede the execution of any power granted or delegated to the Secured Parties
in this Agreement, but will suffer and permit the execution of every such power
as though no such laws were in force.  In the
event of any sale of Collateral pursuant to this Section 7, the
Secured Parties shall, at least ten (10) days before such sale, give the
applicable Subtenant written notice of its intention to sell, except that, if
the Secured Parties shall determine in its reasonable discretion that any of
such Collateral threatens to decline in value, any such sale may be made upon
three (3) days written notice to the applicable Subtenant, which time
periods each Subtenant hereby agrees are reasonable.  (d)The Secured Parties are hereby
irrevocably appointed the true and lawful attorney-in-fact of each Subtenant in
its name and stead, to make all necessary deeds, bills of sale and instruments
of assignment and transfer of the property sold pursuant to this Section 7
and for such other purposes as are necessary or desirable to effectuate the
provisions of this Agreement, and for that purpose it may execute and deliver
all necessary deeds, bills of sale and instruments of assignment and transfer, and
may substitute one or more Persons with like power, each Subtenant hereby
ratifying and confirming all that its said attorney, or such substitute or
substitutes, shall lawfully do by virtue hereof.  If so requested by the Secured  15


Parties or by any
purchaser, each Subtenant shall ratify and confirm any such sale or transfer by
executing and delivering to the Secured Parties or to such purchaser all
property, deeds, bills of sale, instruments or assignment and transfer and
releases as may be designated in any such request.  Section 8.Application of Moneys.All moneys which the Secured Parties shall receive pursuant hereto shall
first be applied (to the extent thereof) to the payment of all reasonable costs
and expenses incurred in connection with the administration and enforcement of,
or the preservation of any rights under, this Agreement or the Amended Lease No. 3
(including, without limitation, the reasonable fees and disbursements of its
counsel and agents) and the balance, if any, shall be applied first to accrued
and unpaid interest, charges and fees on, and then to outstanding principal of,
any Obligations or any other obligations of Tenant or the Subtenants (or their
affiliates) to the Secured Parties, and then to any other amounts outstanding
on any such Obligations and then as required by law to any other parties having
an interest therein.  Section 9.Waivers, Etc.Each Subtenant, on its own behalf and on behalf of its successors and
assigns, hereby waives presentment, demand, notice, protest and, except as is
otherwise specifically provided herein, all other demands and notices in
connection with this Agreement or the enforcement of the rights of the Secured
Parties hereunder or in connection with any Obligations or any Collateral;
waives all rights to require a marshaling of assets by the Secured Parties;
consents to and waives notice of (i) the substitution, release or
surrender of any Collateral, (ii) the addition or release of Persons primarily
or secondarily liable on any Obligation or on any Collateral, (iii) the
acceptance of partial payments on any Collateral and/or the settlement or
compromise thereof, (iv) any requirement of diligence or promptness on the
part of the Secured Parties in the enforcement of any rights in respect of any
Collateral or any other agreement or instrument directly or indirectly relating
thereto, and (v) any enforcement of any present or future agreement or
instrument relating directly or indirectly to the Collateral.  No delay or omission on the part of the
Secured Parties or any holder of Obligations in exercising any right hereunder
shall operate as a waiver of such right or of any other right hereunder.  No waiver of any such right on any one
occasion shall be construed as a bar to or waiver of any such right on any
future occasion.  No course of dealing
between any Subtenant and the Secured Parties or any holder of Obligations, nor
any failure to exercise, nor any  16


delay in exercising, on the part of the Secured
Parties or any holder of Obligations, any right, power or privilege hereunder
or under any of the Obligations, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof, or the exercise of
any other right, power or privilege.  Each
Subtenant further waives any right it may have under the constitution of any
state or commonwealth in which any of the Collateral may be located, or under
the Constitution of the United States of America, to notice (except for notice
specifically required hereby) or to a judicial hearing prior to the exercise of
any right or remedy provided by this Agreement to the Secured Parties, and
waives its rights, if any, to set aside or invalidate any sale duly consummated
in accordance with the foregoing 
provisions hereof on the grounds (if such be the case) that the sale was
consummated without a prior judicial hearing. 
EACH SUBTENANTS WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH SUBTENANT HAS BEEN
APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND ITS
POSSIBLE ALTERNATIVE RIGHTS.  The Secured
Parties shall not be required to marshal any present or future security for
(including without limitation this Agreement and the Collateral pledged
hereunder), or guaranties of, the Obligations or any of them, or to resort to
such security or guaranties in any particular order; and all of the rights
hereunder and in respect of such securities and guaranties shall be cumulative
and in addition to all other rights, however existing or arising.  To the maximum extent permitted by applicable
law, each Subtenant hereby agrees that it will not invoke any law relating to
the marshalling of collateral, which might cause delay in or impede the
enforcement of the Secured Parties rights under this Agreement or under any
other instrument evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured or
guaranteed, and, to the maximum extent permitted by applicable law, each
Subtenant hereby irrevocably waives the benefits of all such laws.  Section 10.Further Assurances as to
Collateral; Attorney-in-Fact.From time to
time hereafter, each Subtenant will execute and deliver, or will cause to be
executed and delivered, such additional instruments, certificates or documents
(including, without limitation, financing statements, renewal statements,
mortgages, collateral assignments and other security  17


documents), and will take all such actions as the
Secured Parties may reasonably request, for the purposes of implementing or
effectuating the provisions of this Agreement or of more fully perfecting or
renewing the Secured Parties rights with respect to the Collateral (or with
respect to any additions thereto or replacements or proceeds thereof or with
respect to any other property or assets hereafter acquired by such Subtenant
which may be deemed to be a part of the Collateral) pursuant hereto and
thereto.  The Secured Parties are hereby
appointed the attorney-in-fact, with full power of substitution, of the
Subtenants for the purpose of carrying out the provisions of this Agreement and
taking any action, including, without limitation, executing, delivering and
filing applications, certificates, instruments and other documents and papers
with governmental authorities, and executing any instruments, including without
limitation financing or continuation statements, deeds to secure debt,
mortgages, assignments, conveyances, assignments and transfers which are
required to be taken or executed by any Subtenant under this Agreement, on its
behalf and in its name which appointment is coupled with an interest, is
irrevocable and durable and shall survive the subsequent dissolution,
disability or incapacity of such Subtenant.  Section 11.Arbitration.The Secured Parties or any Subtenant may elect
to submit any dispute hereunder that has an amount in controversy in excess of
$250,000 to arbitration hereunder.  Any
such dispute shall be resolved 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 the Secured Parties or any Subtenant shall elect to submit any such
dispute to arbitration hereunder, the Secured Parties and such Subtenant 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 the Secured Parties or such Subtenant 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  18


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 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 the Secured
Parties and such Subtenant, 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 the Secured Parties and one to the Subtenants.  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.  Section 12. 
Appointment of Agent for Secured Parties.Each of the Secured Parties hereby appoints SPTMNR
Properties Trust as its agent for the following purposes under this Agreement
(including, without limitation, the full power and authority to act on the
Secured Parties behalf for such purposes): (i) to give or receive
notices, demands, claims and other communications on behalf of the Secured
Parties under this Agreement, and (ii) to receive and hold any and all
Collateral which is to be delivered from time to time by the Subtenants to the
Secured Parties in accordance with the terms and conditions of this Agreement.  Section 13. 
Notices.(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
electronic confirmation 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  19


requested (if by mail), or with all freight charges
prepaid (if by Federal Express or similar carrier).  (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 electronic confirmation of 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
the Secured Parties to:  c/o
Senior Housing Properties Trust 400
Centre Street Newton,
Massachusetts  02458 Attn:  Mr. David J. Hegarty [Telecopier No. (617)
796-8349]  if to
any Subtenant 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 successor and assigns shall have the right
from time to time and at any time during the term of this Agreement to change
their respective notice 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 or to such other address as
the party to whom such notice is directed may have designated in writing to the
other parties hereto.  Section 14. 
Miscellaneous.  (a)Each
Subtenant agrees that its obligations and the rights of the Secured Parties
hereunder and in respect of the Obligations may be enforced by specific
performance hereof and thereof and by temporary, preliminary and/or final  20


injunctive relief
relating hereto and thereto, without necessity for proof by the Secured Parties
or any holder of the Obligations that it would otherwise suffer irreparable
harm, and each Subtenant hereby consents to the issuance of such specific and
injunctive relief.  (b)None
of the terms and conditions of this Agreement may be changed, waived, modified
or varied in any manner whatsoever unless in writing duly signed by the
Subtenants and the Secured Parties.  No
notice to or demand on any Subtenant in any case shall entitle any Subtenant to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of any of the rights of the Secured Parties to any other or
further action in any circumstances without notice or demand.  (c)The
obligations of each Subtenant hereunder shall remain in full force and effect
without regard to, and shall not be impaired by, (i) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of Tenant; (ii) any exercise or non-exercise, or any waiver
of, any right, remedy, power or privilege under or in respect of this
Agreement, the Amended Lease No. 3 or any document or agreement executed
in connection herewith or therewith, the Obligations or any security for any of
the Obligations; or (iii) any amendment to or modification of any of the
Amended Lease No. 3 or any document or agreement executed in connection
herewith or therewith, the Obligations or any security for any of the
Obligations; whether or not such Subtenant shall have notice or knowledge of
any of the foregoing.  The rights and
remedies of the Secured Parties herein provided for are cumulative and not
exclusive of any rights or remedies which the Secured Parties would otherwise
have, including, without limitation, under the Amended Lease No. 3 or any
document or agreement executed in connection herewith or therewith.  This Agreement is intended as a supplement
for and is not intended to supersede in any respect the Amended Lease No. 3
or any document or agreement executed in connection herewith or therewith.  (d)This
Agreement shall be binding upon each Subtenant and its successors and assigns
and shall inure to the benefit of the Secured Parties, and its respective
successors and assigns.  All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement.  (e)The
descriptive headings of the several sections of this Agreement are inserted for
convenience only and shall  21


not in any way affect the
meaning or construction of any provision of this Agreement.  (f)Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibitions or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  (g)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 (i) where this Agreement is executed or delivered; or (ii) where
any payment or other performance required by this Agreement is made or required
to be made; or (iii) where any breach of any provision of this Agreement
occurs, or any cause of action otherwise accrues; or (iv) where any action
or other proceeding is instituted or pending; or (v) the nationality,
citizenship, domicile, principle place of business, or jurisdiction of
organization or domestication of any party; or (vi) whether the laws of
the forum jurisdiction otherwise would apply the laws of a jurisdiction other
than the Commonwealth of Massachusetts; or (vii) any combination of the
foregoing.  Notwithstanding the
foregoing, to the extent that matters of title, or creation, perfection and
priority of the security interests created hereby, or procedural issues of
foreclosures are required to be governed by the laws of the state in which the
Collateral, or relevant part thereof, is located, the laws of such State shall apply.  Section 15. 
NONLIABILITY OF TRUSTEES.  THE
DECLARATIONS OF TRUST ESTABLISHING CERTAIN ENTITIES COMPRISING THE SECURED
PARTIES, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY,
THE DECLARATIONS), ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND
TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES OF SUCH ENTITIES
REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE
OR AGENT OF SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITIES.  ALL PERSONS DEALING WITH SUCH ENTITIES, IN
ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH  22


ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE
OF ANY OBLIGATION.  Section 16.  Original Security Agreements.  The Secured Parties and Subtenants
acknowledge and agree that this Agreement amends and restates the Original
Subtenant Security Agreements in their entirety with respect to the Collateral
and that this Agreement shall govern the rights and obligations of the Secured
Parties and Subtenants with respect to the Collateral from and after the date
of this Agreement.  Notwithstanding the
foregoing, the Original Subtenant Security Agreements shall continue to govern
the rights and obligations of the Secured Parties and Subtenants with respect
to the Collateral prior to the date of this Agreement.  [Remainder of page intentionally
left blank.]  23


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under seal as of the date first above written.  SUBTENANT:FIVE STAR QUALITY CARE-CA II, LLC,FIVE STAR QUALITY CARE-COLORADO, LLC,FIVE STAR QUALITY CARE-GA, LLC,FIVE STAR QUALITY CARE-IA, LLC,FIVE STAR QUALITY CARE-KS, LLC,FIVE STAR QUALITY CARE-MO, LLC,FIVE STAR QUALITY CARE-NE, LLC,FIVE STAR QUALITY CARE-WI, LLC,FIVE STAR QUALITY CARE-WY, LLC,FIVE STAR QUALITY CARE-NE, INC.,ANNAPOLIS HERITAGE PARTNERS, LLC,COLUMBIA HERITAGE PARTNERS, LLCENCINITAS HERITAGE PARTNERS, LLCFREDERICK HERITAGE PARTNERS, LLCHAGERSTOWN HERITAGE PARTNERS, LLCNEWARK HERITAGE PARTNERS I, LLCNEWARK HERITAGE PARTNERS II, LLCREDLANDS HERITAGE PARTNERS, LLCandSTOCKTON HERITAGE PARTNERS, LLCBy:
  /s/
  Travis K. SmithTravis
  K. SmithVice
  President of each of the foregoing entitiesFRESNO HERITAGE PARTNERS, A  CALIFORNIA
  LIMITED PARTNERSHIPandROSEVILLE
  HERITAGE PARTNERS, A CALIFORNIA LIMITED PARTNERSHIPBy:
  Somerford Place LLC,General Partner of each of
  the foregoing entitiesBy:
  /s/ Travis K. SmithTravis K. SmithVice President


SECURED PARTIES:SPTIHS PROPERTIES TRUST, SPTMNR PROPERTIES TRUST,
  and SNH SOMERFORD PROPERTIES TRUSTBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer and Chief Financial Officer of each of
  the foregoing entities


The following Exhibit and Schedules have been
omitted and will be supplementally furnished to the Securities and Exchange
Commission upon request:  Exhibit A (Subleases) and Schedule 1 (50
Tenant Addresses) and Schedule 2 (Facilities)