Exhibit 99.27  SUBTENANT SECURITY AGREEMENT (AMENDED LEASE NO. 4)  THIS SUBTENANT SECURITY AGREEMENT(this Agreement)
is entered into as of July 1, 2008 by and between FIVE STAR QUALITY CARE  GHV, LLC, a
Maryland limited liability company, and FIVE STAR QUALITY CARE-NJ,
LLC, a Maryland limited liability company (collectively, the Subtenants),
and SNH NS PROPERTIES TRUST, a Maryland real estate investment trust
(together with its successors and assigns, collectively, the Secured Party).  W I T N E S S E T H:  WHEREAS, the Secured Party and
Five Star Quality Care  NS Tenant, LLC (theTenant) are parties to that certain Amended and
Restated Master Lease Agreement (Lease No. 4), dated as of the date hereof
(as the same may be amended or otherwise modified from time to time, the Amended Lease No. 4), pursuant to which the Secured Party leases
to the Tenant, and the Tenant leases from the Secured Party, certain properties
as more particularly described in Amended Lease No. 4, subject to any upon
the terms and conditions in Amended Lease No. 4; and  WHERAS,pursuant to
various Sublease Agreements, dated as of the date hereof, the Tenant has
subleased the properties leased by it under Amended Lease No. 4 to the
Subtenant Guarantors; and  WHEREAS, pursuant to
Amended Lease No. 4, the Subtenants are required to grant to the Secured
Party a first and perfected lien and security interest in certain collateral as
security for the payment and performance of each and every obligation and
liability of the Tenant to the Secured Party under Amended Lease No. 4 or
any other document or agreement executed and delivered pursuant thereto,
whether existing as of the date of Amended Lease No. 4 or thereafter
arising, whether direct or indirect, absolute or contingent, due or to become
due, including, without limitation, the payment of all rent and other charges
due under Amended Lease No. 4 (collectively, the Obligations);
and  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 Party hereby agree as follows:


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 Amended Lease No. 4.  Business Day
shall have the meaning given such term in Amended Lease No. 4.  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 the Leased Property 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:  (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 the Leased Property, or any portion thereof, and all
property from time to time described in any financing statement signed by such
Subtenant naming the Secured Party as Secured Party; 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  2


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 the Leased Property 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 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 Sublease Agreements
relating to the Leased Property to which each Subtenant is a party.  Facilities
shall have the meaning given such term in Amended Lease No. 4.  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 the Leased Property, 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 the Leased Property, or any portion
thereof.  Instrumentshall have the meaning give
such term in Article 9 of the Uniform Commercial Code.  Leased Property
shall have the meaning given such term in Amended Lease No. 4.  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 applicable Property or
any part thereof pertaining to the operation, maintenance or repair of such
Property or any portion thereof.  Obligationsshall
have the meaning given such term in the preamble to this Agreement.  Overdue Rate
shall have the meaning given to such term in Amended Lease No. 4.  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 applicable Property, or any portion thereof.  Personshall
have the meaning given such term in Amended Lease No. 4.  Property
shall have the meaning given such term in Amended Lease No. 4.  4


Rent shall
have the meaning given such term in Amended Lease No. 4.  Restated Leaseshall have the meaning
given such term in the recitals to this Agreement.  Secured Partyshall have the meaning given such term in the
preamble to this Agreement.  Tenant shall have the meaning
given such term in the preamble 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.  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 Party, 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 each 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 andCovenants.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, in Amended Lease No. 4 or in any other
document executed in connection herewith or therewith are true and correct on
the date hereof.  (b)Except for the lien granted to the Secured
Party pursuant to this Agreement and any liens permitted under Amended Lease No. 4,
such 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 Party therein,
and such Subtenant shall defend the Collateral against all claims and demands
of all Persons at any time claiming the same or any interest therein adverse to
the Secured  5


Party.  The lien granted in this
Agreement by such Subtenant to the Secured Party 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 Amended Lease No. 4,
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 Party 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
Party.  (d)The chief executive office and the principal
place of business of such 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 the Leased Property is as set forth in Schedule
2.  The originals of all documents
evidencing Collateral and the only original books of account and records of
such 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).  Such Subtenant shall not move its chief
executive office or establish any other principal place of business until (i) such
Subtenant shall have given to the Secured Party 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 Party may reasonably request, and (ii) with
respect to such new location, such Subtenant shall have taken such action,
satisfactory to the Secured Party (including, without limitation, all action
required by Section 5), to maintain the security interest of the
Secured Party in the Collateral.  6


(e)All tangible personal property owned on the
date hereof by such Subtenant to be used in connection with the operation or
maintenance of the Leased Property, or any portion thereof, is located at each
applicable Property or is in transit to such Property from the vendor
thereof.  Such Subtenant agrees that (i) all
such property held by such Subtenant on the date hereof, once at each
applicable Property, shall remain at such Property and (ii) all such
property subsequently acquired by such Subtenant shall immediately upon
acquisition be transferred to and remain at the applicable Property.  (f)Such Subtenants corporate name and
organizational identification number are as set forth on the signature page hereto.  The name under which each of the Facilities
is operated is set forth on Schedule 2. 
Such Subtenant shall not (i) change such name without providing the
Secured Party with thirty (30) days prior written notice and making all
filings and taking all such other actions as the Secured Party determines 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, such Subtenant has
not ever had any other name nor conducted business in any other name in any
jurisdiction.  Such Subtenant is
organized as a Maryland limited liability company.  Subject to the terms and conditions of
Amended Lease No. 4, such Subtenant shall not change its organizational
structure or jurisdiction of organization without giving at least thirty (30)
days prior written notice thereof to the Secured Party.  (g)The Secured Party is authorized (but is
under no obligation) to make, upon ten (10) Business Days notice to such
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 Partys opinion are necessary to:  (i)discharge any liens
which have or may take priority over the lien hereof; and  (ii)pay all premiums
payable on the insurance policies referred to in Amended Lease No. 4 or
any other document or agreement executed in connection therewith or herewith,
upon the failure of such Subtenant to make such payments within the time
permitted therein.  7


Such Subtenant shall have no claim against the
Secured Party by reason of its decision not to make any payments or perform
such obligations permitted under this Section 3(g).  Such Subtenant shall repay to the Secured
Party any sums paid by the Secured Party upon demand.  Any sums paid and expenses incurred by the
Secured Party 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, such Subtenant shall promptly deliver such
Instrument to the Secured Party, appropriately endorsed to the order of the
Secured Party, to be held pursuant to this Agreement.  (i)Such Subtenant shall not 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 Amended Lease No. 4, without the prior written
consent of the Secured Party.  Except as
permitted under Amended Lease No. 4, such Subtenant shall not create,
incur, assume or suffer to exist any lien upon any of the Collateral without
the prior written consent of the Secured Party.  (j)Such Subtenant shall not assert against the
Secured Party 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)Such Subtenant shall, upon demand, pay to
the Secured Party 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 Party 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 Party hereunder and under
such other agreements or (iv) the failure by such Subtenant to perform or
observe any of the provisions hereof.  (l)Such Subtenant shall indemnify and hold
harmless the Secured Party 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 Party in any way
relating to or arising out  8


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.  4.Special
Provisions Concerning Equipment.No Subtenant shall impair the rights of the
Secured Party 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 the Equipment and
the liability of each 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 each Subtenant.  Upon the
request of the Secured Party, each Subtenant shall provide to the Secured Party
a current list of Equipment.  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 Party
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 Party reasonably deem appropriate or advisable to
perfect, preserve or protect their security interest in the Collateral.  Each Subtenant authorizes the Secured Party
to file any such financing statements without the signature of such Subtenant
and each 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.  (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, and each Subtenant shall indemnify and hold
harmless the Secured Party from and against any liability  (including interest and penalties) in respect
of such documentary stamp taxes.  9


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
Amended Lease No. 4 or any document or agreement executed in connection
therewith; (b) the failure of either 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 either 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.  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 Amended Lease No. 4 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 Party 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, each Subtenant, in the name of
either Subtenant or in the name of the Secured Party 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 Party necessary or
advisable for the purpose 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 each 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  10


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 each Subtenant, to make all such repairs, replacements, alterations,
additions and improvements to and of the Collateral as the Secured Party may
reasonably deem proper; to carry on the business and to exercise all rights and
powers of each Subtenant in respect to the Collateral, as the Secured Party
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 Party 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 Party 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 Party 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 preserve and
realize upon the Collateral and the other rights contemplated hereby;  (v)upon notice to such
effect, to require each Subtenant to deliver, at such Subtenants expense, any
or all Collateral which is reasonably movable to the Secured Party at a place
designated by the Secured Party, and after delivery thereof each Subtenant
shall have no further claim to or interest in the Collateral; and  11


(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 Party may determine, with the amounts realized from any such
sale to be applied to the Secured Obligations in the manner determined by the
Secured Party.  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 Party
shall not be obligated to do any of the acts hereinabove authorized and in the
event that the Secured Party elect to do any such act, the Secured Party shall
not be responsible to each Subtenant.  (b)Upon the occurrence and during the continuance
of an Event of Default, the Secured Party may take legal proceedings for the
appointment of a receiver or receivers (to which the Secured Party 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,
each Subtenant shall remain liable for any deficiency or performance thereof,
as applicable.  (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 Party 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  12


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 Party after being
appropriately stamped to show partial payment;  (ii)the Secured Party 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 each 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 each 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 each Subtenant, its successors or assigns;  (iv)the receipt of the Secured
Party 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 Party or of such officer therefor, be obliged to see to
the application of such purchase money or be in any way answerable for 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  13


hereafter in force, which may delay, prevent
or otherwise affect the performance or enforcement of this Agreement or any
other document, Amended Lease No. 4 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 Party 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 Party 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 Party shall determine in its reasonable
discretion that any of the Collateral threatens to decline in value, any such
sale may be made upon three (3) days written notice to such Subtenant, which
time periods each Subtenant hereby agrees are reasonable.  (d)The
Secured Party is 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
Party or by any purchaser, each Subtenant shall ratify and confirm any such
sale or transfer by executing and delivering to the Secured Party 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.  8.Application
of Moneys.All moneys which the Secured Party 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 Amended Lease No. 4 (including, without limitation, the
reasonable fees and disbursements of its counsel and agents)  14


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 of each Subtenant (or its
affiliates) to the Secured Party, 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.  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 Party hereunder or in connection with any Obligations
or any Collateral; waives all rights to require a marshaling of assets by the
Secured Party; 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 Party 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 Party 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 either Subtenant and the Secured Party or any holder of
Obligations, nor any failure to exercise, nor any delay in exercising, on the
part of the Secured Party 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 Party, and waives its rights, if any, to set  15


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 EACH
SUBTENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE
THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.  The Secured Party 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 Party 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.  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 documents), and will take all such actions as
the Secured Party may reasonably request, for the purposes of implementing or
effectuating the provisions of this Agreement or of more fully perfecting or
renewing the Secured Partys 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 either Subtenant
which may be deemed to be a part of the Collateral) pursuant hereto and
thereto.  The Secured Party is hereby
appointed the attorney-in-fact, with full power of substitution, of each
Subtenant 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  16


debt, mortgages,
assignments, conveyances, assignments and transfers which are required to be
taken or executed by each 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 each Subtenant.  11.Arbitration.The Secured Party or either 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 Party or either Subtenant
shall elect to submit any such dispute to arbitration hereunder, the Secured
Party 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 Party
or the applicable 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 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
Party and the applicable 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.  17


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 Party and one
to each Subtenant.  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.  12.Miscellaneous.  (a)Each Subtenant agrees that its obligations and
the rights of the Secured Party hereunder and in respect of the Obligations may
be enforced by specific performance hereof and thereof and by temporary,
preliminary and/or final injunctive relief relating hereto and thereto, without
necessity for proof by the Secured Party 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)Any notice or demand upon each Subtenant or the
Secured Party shall be deemed to have been sufficiently given when given in
accordance with the provisions of Amended Lease No. 4.  (c)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 each Subtenant and the Secured  Parties. 
No notice to or demand on each Subtenant in any case shall entitle each
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 Party
to any other or further action in any circumstances without notice or demand.  (d)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 each Subtenant; (ii) any
exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement, Amended Lease No. 4 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 Amended Lease No. 4 or any document
or agreement executed in connection herewith or therewith, the Obligations or
any security for any of the  18


Obligations; whether or not such Subtenant shall have notice or
knowledge of any of the foregoing.  The
rights and remedies of the Secured Party herein provided for are cumulative and
not exclusive of any rights or remedies which the Secured Party would otherwise
have, including, without limitation, under Amended Lease No. 4 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 Amended Lease No. 4 or
any document or agreement executed in connection herewith or therewith.  (e)This Agreement shall be binding upon each
Subtenant and its successors and assigns and shall inure to the benefit of the
Secured Party, and its respective successors and assigns.  All agreements, representations and
warranties made herein shall survive the execution and delivery of this
Agreement.  (f)The descriptive headings of the several
sections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.  (g)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.  (h)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,  19


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 14.     NONLIABILITY OF TRUSTEES.THE DECLARATION OF TRUST
ESTABLISHING THE SECURED PARTY, 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 THE SECURED PARTY
SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY
OBLIGATION OF, OR CLAIM AGAINST, THE SECURED PARTY.  ALL PERSONS DEALING WITH THE SECURED PARTY,
IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE SECURED PARTY FOR THE PAYMENT
OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.   [Remainder
of page intentionally left blank.]  20


IN WITNESS WHEREOF,the parties hereto have
caused this Agreement to be executed under seal as of the date first above
written.  SUBTENANTS:FIVE STAR QUALITY CARE-GHV, LLC,a Maryland limited liability companyBy:
  /s/ Travis K. SmithTravis K. SmithVice PresidentCorporate Organizational Number:FIVE STAR QUALITY CARE-NJ, LLC,a
  Maryland limited liability companyBy:
  /s/ Travis K. SmithTravis K. SmithVice PresidentCorporate Organizational Number:SECURED PARTY:SNH NS PROPERTIES TRUST,a
  Maryland real estate investment trustBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer and Chief Financial Officer


The following Schedules have been omitted and will be supplementally
furnished to the Securities and Exchange Commission upon request:  Schedule 1 (Tenant Addresses) and Schedule 2 (Facilities)  22