Exhibit 99.26  PLEDGE OF
SUBTENANTS COMPANY INTERESTS AGREEMENTAMENDED
AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 4)  THIS
PLEDGE OF SUBTENANT COMPANY INTERESTS AGREEMENT(this Agreement) is made and given as of July 1,
2008 byFSQ, INC.,a Maryland corporation, andTHE HEARTLANDS RETIREMENT
COMMUNITY - ELLICOTT CITY II, INC.,a Maryland corporation (each individually
a Pledgor and, collectively, the Pledgors), for the benefit
of SNH NS PROPERTIES TRUST, a Maryland
real estate investment trust (together with its successors and assigns,
collectively, the Secured Party).  WI T N E S S E T H:  WHEREAS, the Secured
Party and Five Star Quality Care NS -Tenant, LLC, a Maryland limited liability
company (the Tenant), entered into 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 Restated
Lease), 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 the Restated Lease; and  WHEREAS, pursuant to the Restated Lease, Five
Star Quality Care, Inc., a Maryland corporation which is the parent of the
Tenants parent (the Guarantor), executed that certain Amended and
Restated Guaranty Agreement, dated as of the 
date hereof (as the same may be amended or otherwise modified from time
to time, the Restated Guaranty) for the benefit of the Secured Party,
pursuant to which the Guarantor guarantees all of the payment and performance
obligations of the Tenant with respect to the Restated Lease; and  WHEREAS,pursuant to various Sublease Agreements
as further described on Exhibit A attached hereto (as the same may
be amended or otherwise modified from time to time, collectively, the Subleases),
the Tenant subleases certain portions of the premises demised under the
Restated Lease to the subtenants identified on said Exhibit A
(collectively, the Subtenants), subject to and upon the terms and
conditions set forth in the Subleases; and  WHEREAS, pursuant to the Restated Lease and the
Subleases, the Subtenants executed that certain Guaranty Agreement, dated as of
the date hereof (as the same may be amended or otherwise


modified from time to time, collectively, the Subtenant
Guaranty), for the benefit of the Secured Party pursuant to which the Subtenants guarantee all of the payment and
performance obligations of the Tenant with respect to the Restated Lease; and  WHEREAS,pursuant to the Restated Lease and the
Subleases, the Tenant and the Subtenants are required to deliver a pledge of
all of the interests in the Subtenants to the Secured Party as security for the
payment and performance of (a) all of the obligations of the Tenant to the
Secured Party with respect to the Restated Lease and other documents related
thereto, (b) all of the obligations of the Guarantor to the Secured Party
with respect to the Restated Guaranty and other documents related thereto and (c) all
of the obligations of the Subtenants to the Secured Party with respect to the
Subtenant Guaranty and other documents related thereto; and  WHEREAS, the Pledgors, the Tenant and the
Subtenants are all wholly-owned subsidiaries of Five Star Quality Care, Inc.;
and  WHEREAS,the Pledgors currently own all of the
outstanding shares of company interest in the Subtenants and each Pledgor
expects to receive a substantial material benefit from the execution and
delivery of the Restated Lease and the Subleases;  NOW,
THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the mutual receipt and legal sufficiency of which are hereby acknowledged, each
Pledgor and the Secured Party hereby agree as follows:  1.Certain Terms. 
Capitalized terms used and not otherwise defined in this Agreement shall
have the meanings ascribed to such terms in the Restated Lease.  The Restated Lease, the Subleases and the
Incidental Documents are herein collectively referred to as the Transaction
Documents.  2.Pledge. 
Each Pledgor hereby pledges to the Secured Party all of the shares of
company interest in the Subtenants (the Pledged Shares) and all other
shares of company interest in the Subtenants in which such Pledgor may have
rights from time to time and any other securities or other investment property
and other collateral of such Pledgor now owned or hereafter acquired which
under this Agreement are required to be pledged to the Secured Party, and in
each case, all certificates representing such Pledged Shares or other
investment property or collateral, and all rights, options, warrants, stock or
other  2


securities or other property which may hereafter be
received, receivable or distributed in respect of the Pledged Shares, together
with all proceeds of the foregoing, including, without limitation, all
dividends, cash, notes, securities or other property from time to time
acquired, receivable or otherwise distributed in respect of, or in exchange
for, the foregoing, (the Pledged Shares and any additional securities or
collateral pledged hereunder, collectively, the Pledged Collateral),
and such Pledgor hereby grants to the Secured Party a security interest in all
of the Pledged Collateral and the proceeds thereof as security for the due and
punctual payment and performance of the Secured Obligations (as hereinafter
defined).  Each
Pledgor has delivered to and deposited with the Secured Party any and all
certificates or other instruments representing the Pledged Collateral (if any)
and undated company interest share powers endorsed in blank, as security for
the payment and performance of all of the Secured Obligations.  If in the future any Pledgor possesses or
controls any other certificates or other instruments representing the Pledged
Collateral, such Pledgor shall immediately and without notice deliver the same
to the Secured Party together with undated company interest share powers
endorsed in blank, as security for the payment and performance of all of the
Secured Obligations.  3.Secured Obligations. 
For purposes of this Agreement, the term Secured Obligations
shall mean the payment and performance of each and every obligation of the
Tenant and the Subtenants under the Transaction Documents or relating thereto,
whether now existing or hereafter arising, and including, without limitation,
the payment of the full amount of the Rent payable under the Restated Lease.  4.Representations of the
Pledgor.  Except as otherwise set forth in Section 25
below, each Pledgor covenants that the Pledged Shares are duly and validly
pledged to the Secured Party in accordance with law and each Pledgor shall
warrant and defend the Secured Partys right, title and security interest in
and to the Pledged Shares against the claims and demands of all persons
whomsoever.  Except as set forth in Section 25
below, each Pledgor represents and warrants to the Secured Party that such
Pledgor has good and marketable title to all the Pledged Shares, free and clear
of all claims, mortgages, pledges, liens, security interests and other
encumbrances of every nature whatsoever; that the Pledged Shares are not
subject to any restriction on transfer contained in the Limited Liability
Company Operating Agreement or any other charter documents of either Subtenant
or in any agreement or instrument to which  3


either Subtenant or such Pledgor is a party or by
which either Subtenant or such Pledgor is bound which would prohibit or
restrict the pledge of the Pledged Shares hereunder or the disposition thereof
upon default hereunder; that all of the Pledged Shares have been duly and
validly issued and are fully paid for and nonassessable; and that the Pledged
Shares constitute all of the presently issued and outstanding shares of the
company interests of the Subtenants.  5.Covenants of the Pledgor. 
Each Pledgor hereby covenants and agrees that, except as set forth in Section 25
below, it shall not sell, convey or otherwise dispose of any of the Pledged
Collateral nor create, incur or permit to exist any pledge, mortgage, lien,
charge, encumbrance or any security interest whatsoever with respect to any of
the Pledged Collateral or the proceeds thereof, other than the liens on and
security interests in the Pledged Collateral created hereby.  Each Pledgor further covenants and agrees
that it shall not consent to or approve the issuance of any additional shares
of company interest in either Subtenant. 
Each Pledgor further covenants and agrees that, until the Secured
Obligations are paid in full, such Pledgor shall not change the state of its
incorporation or its corporate 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.  6.Filing of Financing
Statements, etc.Each Pledgor authorizes the Secured Party to
file from time to time one or more financing statements describing the Pledged
Collateral.  Each Pledgor will cooperate
with the Secured Party at their request from time to time in obtaining control
agreements in form and substance reasonably satisfactory to the Secured Party
with respect to any collateral investment property, deposit accounts, or other
Pledged Collateral as to which the Secured Party determine such agreements are
necessary or appropriate to perfect the security interest granted hereunder.  7.Distributions, Etc. 
Upon the dissolution, winding up, liquidation or reorganization of
either Subtenant, whether in bankruptcy, insolvency or receivership proceedings
or upon an assignment for the benefit of creditors or any other marshalling of
the assets and liabilities of such Subtenant, if any sum shall be paid or any
property shall be distributed upon or with respect to any of the Pledged
Collateral, such sum shall be paid over to the Secured Party, to be held as
collateral security for the Secured Obligations.  If any dividend shall be declared on  4


any of the Pledged Collateral (excluding cash
dividends), or any share of beneficial interest or fraction thereof shall be
issued pursuant to any split of beneficial interests involving any of the
Pledged Collateral, or any distribution of capital shall be made on any of the
Pledged Collateral, or any property shall be distributed upon or with respect
to the Pledged Collateral pursuant to recapitalization or reclassification of
the capital of the Tenant, the shares or other property so distributed shall be
delivered to the Secured Party to be held as collateral security for the
Secured Obligations.  8.Event of Default. 
For purposes of this Agreement, the term Event of Default shall
mean (a) the occurrence of an Event of Default under the Transaction
Documents; (b) the failure of the Guarantor to comply with any of its
covenants or obligations under the Restated Guaranty and the continuation
thereof for a period of ten (10) Business Days after written notice
thereof; (c) the failure of either Subtenant to comply with any of its
covenants or obligations under the Subtenant Guaranty and the continuation
thereof for a period of ten (10) Business Days after written notice
thereof; (d) the failure of any Pledgor to comply with any of its
covenants or obligations under this Agreement and the continuation thereof for
a period of ten (10) Business Days after written notice thereof; or (e) any
representation or warranty contained herein or made by any Pledgor in
connection herewith shall prove to have been false or misleading in any
material respect when made.  9.Remedies.  (a) Upon the occurrence and
during the continuance of an Event of Default, the Secured Party may cause all
or any of the Pledged Collateral to be transferred into its name or into the
name of its nominee or nominees, subject to the provisions of the Uniform
Commercial Code or other applicable law.  (b)Upon the occurrence and during the continuance of an
Event of Default, the Secured Party shall be entitled to exercise the voting
power with respect to the Pledged Collateral, to receive and retain, as
collateral security for the Secured Obligations, any and all dividends or other
distributions at any time and from time to time declared or made upon any of
the Pledged Collateral, and to exercise any and all such rights of payment,
conversion, exchange, subscription or any other rights, privileges or options
pertaining to the Pledged Collateral as if it were the absolute owner thereof,
including, without limitation, all such rights under the Limited Liability
Company Operating Agreements or any other charter document of either Subtenant,
and further including, without  5


limitation, the right to exchange, at its discretion,
any and all of the Pledged Collateral upon the merger, consolidation,
reorganization, recapitalization or other readjustment of either Subtenant,
upon the exercise of any such right, privilege or option pertaining to the Pledged
Collateral, and in connection therewith, to deposit and deliver any and all of
the Pledged Collateral with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as the
Secured Party may determine.  (c)Upon the occurrence and during the continuance of an
Event of Default, the Secured Party shall have all of the rights and remedies
of a secured party under the Uniform Commercial Code or other applicable law
and shall have the right to sell, resell, assign and deliver all or any of the
Pledged Collateral in one or more parcels at any exchange or brokers board or
at public or private sale.  The Secured
Party shall give the Pledgor at least ten (10) days prior written notice
of the time and place of any public sale thereof or of the time after which any
private sale or any other intended disposition thereof is to be made.  Any such notice shall be deemed to meet any
requirement hereunder or under any applicable law (including the Uniform
Commercial Code) that reasonable notification be given of the time and place of
such sale or other disposition.  Such
notice may be given without any demand of performance or other demand, all such
demands being hereby expressly waived by the Pledgor to the extent permitted by
applicable law.  All such sales shall be
at such commercially reasonable price or prices as the Secured Party shall deem
best and either for cash or on credit or for future delivery (without assuming
any responsibility for credit risk).  At
any such sale or sales, the Secured Party may purchase any or all of the
Pledged Collateral to be sold thereat upon such terms as the Secured Party may
deem best.  Upon any such sale or sales,
the Pledged Collateral so purchased shall be held by the purchaser absolutely
free from any claims or rights of any kind or nature of any Pledgor, including
any equity of redemption and any similar rights, all such equity of redemption
and any similar rights being hereby expressly waived and released by the
Pledgor to the extent permitted by applicable law.  In the event any consent, approval or
authorization of any governmental agency will be necessary to effectuate any
such sale or sales, each Pledgor shall execute, and hereby agrees to cause each
Subtenant to execute, all such applications or other instruments as may be
required.  The proceeds of any such sale
or sales, together with any other additional collateral security at the time
received and held hereunder, shall be received and applied:  first, to the payment of all costs and
expenses of such sale, including attorneys  6


fees; and second, to the payment of the Secured
Obligations in such order of priority as the Secured Party shall determine; and
any surplus thereafter remaining shall be paid to the applicable Pledgor or to
whomever may be legally entitled thereto (including, if applicable, any
subordinated creditor of such Pledgor).  Each
Pledgor recognizes that the Secured Party may be unable to effect a public sale
of all or a part of the Pledged Collateral by reason of certain prohibitions
contained in the Securities Act of 1933, and may be compelled to resort to one
or more private sales to a restricted group of purchasers who will be obliged
to agree, among other things, to acquire such Pledged Collateral for their own
accounts, for investment and not with a view to the distribution or resale
thereof.  Each Pledgor agrees that
private sales so made may be at prices and upon other terms less favorable to
the seller than if such Pledged Collateral were sold at public sales, and that
the Secured Party shall have no obligation to delay sale of any such Pledged
Collateral for the period of time necessary to permit such Pledged Collateral
to be registered for public sale under the Securities Act of 1933.  Each Pledgor agrees that private sales made
under the foregoing circumstances may be deemed to have been made in a
commercially reasonable manner.  Nothing
herein shall be deemed to require any Pledgor to effect a registration of the
Pledged Collateral under the Securities Act of 1933.  (d)Upon the occurrence and during the continuance of any
Event of Default, the Secured Party, in its discretion, may demand, sue for
and/or collect any money or property at any time due, payable or receivable, to
which it may be entitled hereunder, on account of or in exchange for any of the
Pledged Collateral.  Upon the occurrence
and during the continuance of any Event of Default, the Secured Party shall
further have the right, for and in the name, place and stead of any Pledgor, to
execute endorsements, assignments, or other instruments of conveyance or
transfer with respect to all or any of the Pledged Collateral.  (e)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 any Pledgor,
other than for gross negligence or willful misconduct.  (f)The Secured Party shall have no
obligation to marshal any assets in favor of any Pledgor, or against or in
payment of  7


the Secured Obligations or any other obligation owed
to the Secured Party by any Pledgor or any other person.  10.Rights of Secured Party. 
No course of dealing between any Pledgor and the Secured Party nor any
failure to exercise, nor any delay in exercising, on the part of the Secured
Party, any right, power or privilege hereunder or under any of the Secured
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 rights and remedies
herein provided and provided under any of the Secured Obligations are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law, including, without limitation, the rights and remedies of the
Secured Party under the Uniform Commercial Code.  11.Assignment, Etc. 
No waiver by the Secured Party or by any other holder of Secured
Obligations of any default shall be effective unless in writing nor operate as
a waiver of any other default or of the same default on a future occasion.  In the event of a sale or assignment by any
Secured Party of its interest under the Transaction Documents, such Secured
Party may assign or transfer its rights and interest under this Agreement in
whole or in part to the purchaser or assignee of such interest, whereupon such
purchaser or purchasers shall become vested with all of the powers and rights
given to such Secured Party hereunder, and such Secured Party shall thereafter
be forever released and fully discharged from any liability or responsibility
thereafter arising hereunder with respect to the rights and interests so
assigned.  12.Duty of Secured Party. 
Beyond the exercise of reasonable care to assure the safe custody of the
Pledged Collateral while held hereunder, the Secured Party shall have no duty
or liability to collect any sums due in respect thereof or to protect or
preserve rights pertaining thereto, and shall be relieved of all responsibility
for the Pledged Collateral upon surrendering the same to the applicable
Pledgor.  13.Waivers, Etc.  To
the extent permitted by applicable law, each Pledgor, on its own behalf and on
behalf of its successors and assigns, hereby waives presentment, demand,
payment, notice of dishonor, protest and, except as otherwise 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 Secured Obligations.  The Secured
Party may release, supersede, exchange  8


or modify any collateral security it may from time to
time hold and release, surrender or modify the liability of any third party
without giving notice hereunder to any Pledgor. 
The Secured Party shall be under no duty to exhaust its rights against
any such collateral security or any such third party before realizing on the
Pledged Collateral.  Such modifications,
changes, renewals, releases or other actions shall in no way affect any Pledgors
obligations hereunder.  Each
Pledgor further waives any right it may have under the Constitution of the
Commonwealth of Massachusetts (or under the constitution of any other state in
which any of the Pledged 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.  EACH PLEDGORS WAIVERS UNDER THIS SECTION 13
HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR
HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND
ITS POSSIBLE ALTERNATIVE RIGHTS.  14.Further Assurances as to
Collateral; Attorney-in-Fact.  From time to
time hereafter, each Pledgor shall execute and deliver, or will cause to be
executed and delivered, such additional instruments, certificates or documents
(including, without limitation, financing statements, renewal statements,
collateral assignments and other security documents), and shall 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 Pledged
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 any Pledgor which may be deemed to be a part of the Pledged
Collateral) pursuant hereto and thereto. 
The Secured Party is hereby appointed the attorney-in-fact, with full
power of substitution, of the Pledgor 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, assignments, conveyances and
transfers which are required to be taken or executed by any Pledgor under this  9


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 Pledgor.  15.Notices.  (a) Any and all notices, demands,
consents, approvals, offers, elections and other communications required or
permitted under this Agreement shall be deemed adequately given if in writing
and the same shall be delivered either in hand, by telecopier with electronic
confirmation of receipt, or by mail or Federal Express or similar expedited
commercial carrier, addressed to the recipient of the notice, postpaid and
registered or certified with return receipt requested (if by mail), or with all
freight charges prepaid (if by Federal Express or similar carrier).  (b)All notices required or permitted to be
sent hereunder shall be deemed to have been given for all purposes of this
Agreement upon the date of electronic confirmation of receipt, in the case of a
notice by telecopier, and, in all other cases, upon the date of receipt or
refusal, except that whenever under this Agreement a notice is either received
on a day which is not a Business Day or is required to be delivered on or
before a specific day which is not a Business Day, the day of receipt or
required delivery shall automatically be extended to the next Business Day.  (c)All such notices shall be addressed,  if to
the Secured Party to:  c/o
Senior Housing Properties Trust 400
Centre Street Newton,
Massachusetts  02458 Attn:  Mr. David J. Hegarty [Telecopier No. (617)
796-8349]  if to
any Pledgor to:  c/o
Five Star Quality Care, Inc. 400
Centre Street Newton,
Massachusetts  02458 Attn:  Mr. Bruce J. Mackey Jr. [Telecopier No. (617)
796-8385]  (d)By notice given as herein provided, the
parties hereto and their respective successor and assigns shall have the right
from time to time and at any time during the term of this  10


Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address any other address within the United States
of America or to such other address as the party to whom such notice is
directed may have designated in writing to the other parties hereto.  16.Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and the term Secured
Party shall be deemed to include any other holder or holders of any of the
Secured Obligations.  Where the context
so permits or requires, terms defined herein in the singular number shall
include the plural, and in the plural number, the singular.  This Agreement may be executed in any number
of counterparts and by the different parties on separate counterparts, each of
which, when so executed and delivered, shall be an original and all of which
shall together constitute one and the same agreement.  17.Reinstatement. 
This Agreement shall continue to be effective, or be reinstated, as the
case may be, if at any time any amount received by the Secured Party in respect
of the Pledged Collateral is rescinded or must otherwise be restored or
returned by the Secured Party upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of any Pledgor or upon the appointment of any
intervenor or conservator of, or trustee or similar official for any Pledgor or
any substantial part of its assets or property, or otherwise, all as though
such payments had not been made.  18.Restrictions on Transfer. 
To the extent that any restrictions imposed by the Limited Liability
Company Operating Agreement or any other charter documents of either Subtenant
or any other document or instrument would in any way affect or impair the
pledge of the Pledged Collateral hereunder or the exercise by the Secured Party
of any right granted hereunder including, without limitation, the right of the
Secured Party to dispose of the Pledged Collateral upon the occurrence of any
Event of Default, each Pledgor hereby waives such restrictions, and each
Pledgor hereby agrees that it will take any action which the Secured Party may
reasonably request in order that the Secured Party may obtain and enjoy the
full rights and benefits granted to the Secured Party by this Agreement free of
any such restrictions.  19.Applicable Law. 
This Agreement and any other instruments executed and delivered to
evidence, complete or  11


perfect the transactions contemplated hereby and
thereby shall be interpreted, construed, applied and enforced in accordance
with the laws of the Commonwealth of Massachusetts applicable to contracts
between residents of Massachusetts which are to be performed entirely within
Massachusetts regardless of (a) where any such instrument is executed or
delivered; or (b) where any payment or other performance required by any
such instrument is made or required to be made; or (c) where any breach of
any provision of any such instrument occurs, or any cause of action otherwise
accrues; or (d) where any action or other proceeding is instituted or
pending; or (e) the nationality, citizenship, domicile, principal place of
business, or jurisdiction of organization or domestication of any party; or (f) whether
the laws of the forum jurisdiction otherwise would apply the laws of a
jurisdiction other than the Commonwealth of Massachusetts; or (g) any
combination of the foregoing.  20.Arbitration.The Secured Party or any Pledgor 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 any Pledgor shall elect to submit any such dispute
to arbitration hereunder, the Secured Party and such Pledgor 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 Pledgor 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  12


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 Pledgor, 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 Pledgor.  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.  The
Secured Party and each Pledgor acknowledge and agree that, to the extent any
such dispute shall involve any Manager and be subject to arbitration pursuant
to such Managers Management Agreement, the Secured Party and each Pledgor
shall cooperate to consolidate any such arbitration hereunder and under such
Management Agreement into a single proceeding.  21.Severability. 
In case any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby, but this Agreement shall be
reformed and construed and enforced to the maximum extent permitted by
applicable law.  22.Entire Contract. 
This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and shall supersede and take
the place of any other instruments purporting to be an agreement of the parties
hereto relating to the subject matter hereof.  23.Headings; Counterparts. 
Headings in this Agreement are for purposes of reference only and shall
not limit or otherwise affect the meaning hereof.  This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument, and in pleading or proving any provision of
this Agreement, it shall not be necessary to produce more than one of such
counterparts.  13


24.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.  25.Prior Pledge.Notwithstanding
anything contained in this Agreement to the contrary, the Secured Party
acknowledges and consents to the FSQ Inc.s prior pledge of the company
interests in Five Star Quality CareGHV, LLC to an affiliate of the Secured
Party pursuant to that certain Amended and Restated Pledge of Stock and
Membership Interest Agreement (Subtenant Pledge  Amended Lease No. 1),
dated as of June 30, 2008, made by FSQ, Inc. and certain Affiliated
Persons as to FSQ, Inc. to certain Affiliated Persons as to Secured
Party.  14


WITNESSthe execution hereof under seal as of
the date above first written.  PLEDGOR:FSQ,
  INC.,a
  Maryland corporationBy:
  /s/ Travis K. SmithTravis K. SmithVice PresidentTHE
  HEARTLANDS RETIREMENT COMMUNITY - ELLICOTT CITY II, INC.,a Maryland
  corporationBy:
  /s/ Travis K. SmithTravis K. SmithVice PresidentSECURED PARTY:SNH NS
  PROPERTIES TRUST,a
  Maryland real estate investment trustBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer  15


Exhibit A
(Subleases) has been omitted and will be supplementally furnished to the
Securities and Exchange Commission upon request.  16