Exhibit 99.24  TENANT SECURITY AGREEMENT (AMENDED LEASE NO. 4)  THIS TENANT SECURITY AGREEMENT(this Agreement)
is entered into as of July 1, 2008 by and between FIVE STAR QUALITY CARE  NS TENANT, LLC, a
Maryland limited liability company (the Tenant), 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
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, 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; and  WHEREAS, pursuant to
Amended Lease No. 4, the Tenant is 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 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 the
Tenant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 the Tenant 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 the Tenant 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  2


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 the
Tenant, (b) all Deposit Accounts and Securities Accounts of the Tenant, (c) all
Chattel Paper of the Tenant, (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 the Tenant
is a party.  Facilities
shall have the meaning given such term in Amended Lease No. 4.  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  3


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.  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.  4


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, the Tenant
hereby grants, pledges, transfers and assigns to the Secured Party, its
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 the Tenant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.  3.  General
Representations, Warranties and  Covenants.The Tenant 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 the Tenant 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, the Tenant is, and as to the Collateral acquired from time to
time after the date hereof the Tenant 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 the Tenant 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 Party.  The lien
granted in this Agreement by the Tenant 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  5


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 the Tenant to the Secured Party remain
unpaid, the Tenant 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 the Tenant are as set forth in Schedule 1
and the Tenant will not move its chief executive office or establish any other
principal place of business except to such new location as the Tenant 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 the
Tenant 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 the Tenant may establish in accordance with this Section 3(d).  The Tenant shall not move its chief executive
office or establish any other principal place of business until (i) the
Tenant 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, the Tenant 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.  (e)           All tangible personal property owned
on the date hereof by the Tenant 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.  The Tenant agrees that (i) all
such property held by the Tenant on the date hereof, once at each applicable
Property, shall remain at such Property and (ii) all such property
subsequently acquired by the Tenant shall immediately upon acquisition be
transferred to and remain at the applicable Property.  6


(f)            The Tenant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. 
The Tenant 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, the Tenant has not ever had any other
name nor conducted business in any other name in any jurisdiction.  The Tenant is organized as a Maryland limited
liability company.  Subject to the terms
and conditions of Amended Lease No. 4, the Tenant 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
the Tenant (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 the Tenant to make such payments within the time
permitted therein.  The Tenant 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).  The Tenant 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, the Tenant shall promptly deliver such
Instrument to the Secured Party, appropriately endorsed to  7


the order of the Secured Party, to be held pursuant to this Agreement.  (i)            The Tenant 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, the Tenant 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)            The Tenant shall not assert against
the Secured Party any claim or defense which the Tenant 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)           The Tenant 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 the Tenant to perform or
observe any of the provisions hereof.  (l)            The Tenant 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 of this Agreement or arising out of the Tenant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.The Tenant shall not 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.  The Tenant retains
all liability and responsibility in connection with the  8


Equipment and the liability
of the Tenant 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 the
Tenant.  Upon the request of the Secured
Party, the Tenant shall provide to the Secured Party a current list of
Equipment.  5.  Financing Statements; Documentary Stamp
Taxes.  (a)           The Tenant 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.  The Tenant authorizes the Secured Party to
file any such financing statements without the signature of the Tenant and the
Tenant 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)           The Tenant 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 the Tenant shall indemnify and
hold harmless the Secured Party from and against any liability  (including interest and penalties) in respect
of such documentary stamp taxes.  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
the Tenant 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 the Tenant 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.  9


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, the Tenant, in the name of the
Tenant 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 the Tenant 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 the Tenant, 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 the Tenant in respect to the Collateral,
as the Secured Party shall deem best, including the right to enter into any and
all such agreements  10


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 the Tenant to deliver, at the Tenant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 the
Tenant 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 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.  11


The Tenant 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 the Tenant.  (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, the Tenant 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 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;  12


(iii)all
right, title, interest, claim and demand whatsoever, either at law or in equity
or  otherwise, of the Tenant 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 the Tenant, 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 the Tenant, 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, the Tenant 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, Amended Lease No. 4 or any other document
or agreement entered into in connection herewith or therewith, and the Tenant
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.  13


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 Tenant 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 the Tenant, which time periods
the Tenant hereby agrees are reasonable.  (d) The
Secured Party is hereby irrevocably appointed the true and lawful
attorney-in-fact of the Tenant 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, the Tenant 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, the Tenant 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) 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 the Tenant (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.The Tenant,
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  14


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 the Tenant 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.  The Tenant 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 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.  THE TENANTS WAIVERS UNDER THIS SECTION 9
HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE TENANT
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  15


rights, however existing or
arising.  To the maximum extent permitted
by applicable law, the Tenant 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, the Tenant
hereby irrevocably waives the benefits of all such laws.  10.  Further
Assurances as to Collateral; Attorney-in-Fact.From time to time hereafter, the Tenant 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 the Tenant 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 the Tenant 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 the Tenant 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 the
Tenant.  11.  Arbitration.The Secured Party or the the
Tenant 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.  16


In the event the Secured Party or the Tenant shall
elect to submit any such dispute to arbitration hereunder, the Secured Party
and the Tenant shall each appoint and pay all fees of a fit and impartial
person as arbitrator with at least ten (10) years recent professional
experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in
writing by each party to the other, and the arbitrators so appointed, in the
event of their failure to agree within thirty (30) days after the appointment
of the second arbitrator upon the matter so submitted, shall appoint a third
arbitrator.  If either the Secured Party
or the Tenant shall fail to appoint an arbitrator, as aforesaid, for a period
of twenty (20) days after written notice from the other party to make such
appointment, then the arbitrator appointed by the party having made such
appointment shall appoint a second arbitrator and the two (2) so appointed
shall, in the event of their failure to agree upon any decision within thirty
(30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a
third arbitrator within forty five (45) days after the appointment of the
second arbitrator, then such 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 Tenant, unless the
arbitrators decide otherwise.  The fees
of respective counsel engaged by the parties, and the fees of expert witnesses
and other witnesses called for the parties, shall be paid by the respective
party engaging such counsel or calling or engaging such witnesses.  The decision of the arbitrators shall be rendered
within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in
duplicate, one counterpart thereof to be delivered to the Secured Party and one
to the Tenant.  A judgment of a court of
competent jurisdiction may be entered upon the award of the arbitrators in
accordance with the rules and statutes applicable thereto then obtaining.  12.  Miscellaneous.  (a)           The Tenant 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  17


would otherwise suffer irreparable harm, and the Tenant hereby consents
to the issuance of such specific and injunctive relief.  (b)           Any notice or demand upon the Tenant
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 the Tenant and the Secured  Parties. 
No notice to or demand on the Tenant in any case shall entitle the
Tenant 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 the Tenant
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 the Tenant; (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 Obligations; whether or not the Tenant 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
the Tenant 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  18


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, 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.  19


IN WITNESS WHEREOF,the parties hereto have
caused this Agreement to be executed under seal as of the date first above
written.  TENANT:FIVE STAR QUALITY CARE  NS TENANT, LLC, a
  Maryland limited liability companyBy:
  /s/ Bruce J. Mackey, Jr.Bruce J. Mackey, Jr.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)