3.1 **Incorporation of Representations and Warranties****.**The representations andwarranties of the Tenant and its Affiliated Persons set forth in the Lease and the PurchaseAgreement of even date herewith among the Guarantor, the Landlord and the Tenant are true andcorrect on and as of the date hereof in all material respects.     3.2 **Performance of Covenants and Agreements****.**The Guarantor hereby agrees to take alllawful action in its power to cause the Tenant duly and punctually to perform all of the covenantsand agreements set forth in the Lease.     3.3 **Validity of Agreement****.**The Guarantor has duly and validly executed and deliveredthis Agreement; this Agreement constitutes the legal, valid and binding obligation of theGuarantor, enforceable against the Guarantor in accordance with its terms, except as theenforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency,reorganization, moratorium and other laws relating to or affecting creditors’ rights generally andsubject to general equitable principles, regardless of whether enforceability is considered in aproceeding at law or in equity, and law of general applicability in the jurisdictions where theLeased Property is located and the Commonwealth of Massachusetts; and the execution, delivery andperformance of this Agreement has been duly authorized by all requisite action of each of theGuarantor and such execution, delivery and performance by the Guarantor will not result in anybreach of the terms, conditions or provisions of, or conflict with or constitute a default under,or result in the creation of any lien, charge or encumbrance upon any of the property or assets ofthe Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, otherevidence of indebtedness, agreement or other instrument to which it may be a party or by which itor any of its property or assets may be bound, or violate any provision of law, or any applicableorder, writ, injunction, judgment or decree of any court or any order or other public regulation ofany governmental commission, bureau or administrative agency.     3.4 **Payment of Expenses****.**The Guarantor agrees, as principal obligor and not asguarantor only, to pay to the Landlord forthwith, upon demand, in immediately available federalfunds, all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred orexpended by the Landlord in connection with the enforcement of this Agreement, together withinterest on amounts recoverable under this Agreement from the time such amounts become due untilpayment atthe Overdue Rate. The Guarantor’s covenants and agreements set
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forth in this Section 3.4 shall survive the termination of this Agreement.     3.8 **Legal Existence of Guarantor.** The Guarantor shall do or cause to be done allthings necessary to preserve and keep in full force and effect its legal existence.     3.9 **Compliance****.**The Guarantor shall use reasonable efforts to comply in all materialrespects with all applicable statutes, rules, regulations and orders of, and all applicablerestrictions imposed by, all governmental authorities in respect of the conduct of its business andthe ownership of its property (including, without limitation, applicable statutes, rules,regulations, orders and restrictions relating to environmental, safety and other similar standardsor controls).     3.10 **Insurance****.**The Guarantor shall maintain, with financially sound and reputableinsurers, insurance with respect to its properties and business against loss or damage of the kindscustomarily insured against by owners of established reputation engaged in the same or similarbusinesses and similarly situated, in such amounts and by such methods as shall be customary forsuch owners and deemed adequate by the Guarantor.     3.11 **Financial Statements, Etc.** The financial statements previously delivered fairlypresent the financial condition of the Guarantor in accordance with generally accepted accountingprinciples consistently applied and there has been no material adverse change from the date thereofthrough the date hereof.     3.12 **No Change in Control****.**Except as otherwise expressly permitted pursuant to theterms of the Lease, the Guarantor shall not permit the occurrence of any direct or indirect Changein Control of the Tenant or the Guarantor.     3.13 **Financial Condition of Guarantor**. The Guarantor shall at all times maintain aTangible Net Worth in excess of Two Hundred Million Dollars ($200,000,000) and shall, from time totime, upon Landlord’s request (but no less frequently than quarterly), provide an Officer’sCertificate with respect thereto, which shall, inter alia, set forth the calculation thereof andotherwise be in form and substance reasonably satisfactory to Landlord.     4. **Guarantee****.**The Guarantor hereby unconditionally guarantees that the GuaranteedObligations which are monetary obligations shall be paid in full when due and payable, whether
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upondemand, at the stated or accelerated maturity thereof pursuant to the Lease, or otherwise, and thatthe Guaranteed Obligations which are performance obligations shall be fully performed at the timesand in the manner such performance is required by the Lease. With respect to the GuaranteedObligations which are monetary obligations, this guarantee is a guarantee of payment and not ofcollectibility and is absolute and in no way conditional or contingent. In case any part of theGuaranteed Obligations shall not have been paid when due and payable or performed at the timeperformance is required, the Guarantor shall, within five (5) Business Days after receipt of noticefrom the Landlord, pay or cause to be paid to the Landlord the amount thereof as is then due andpayable and unpaid (including interest and other charges, if any, due thereon through the date ofpayment in accordance with the applicable provisions of the Lease) or perform or cause to beperformed such obligations in accordance with the Lease.     5. **Set-Off****.**The Guarantor hereby authorizes the Landlord, at any time and withoutnotice to set off the whole or any portion or portions of any or all sums credited by or due fromthe Landlord to it against amounts payable under this Agreement. The Landlord shall promptlynotify the Guarantor of any such set-off made by the Landlord and the application made by theLandlord of the proceeds thereof.     6. **Unenforceability of Guaranteed Obligations, Etc.** If the Tenant is for any reasonunder no legal obligation to discharge any of the Guaranteed Obligations (other than because thesame have been previously discharged in accordance with the terms of the Lease), or if any othermoneys included in the Guaranteed Obligations have become unrecoverable from the Tenant byoperation of law or for any other reason, including, without limitation, the invalidity orirregularity in whole or in part of any Guaranteed Obligation or of the Lease or any limitation onthe liability of the Tenant thereunder not contemplated by the Lease or any limitation on themethod or terms of payment thereunder which may now or hereafter be caused or imposed in any mannerwhatsoever, the guarantees contained in this Agreement shall nevertheless remain in full force andeffect and shall be binding upon the Guarantor to the same extent as if the Guarantor at all timeshad been the principal debtor on all such Guaranteed Obligations.     7. **Additional Guarantees****.**This Agreement shall be in addition to any other guaranteeor other security for the Guaranteed Obligations and it shall not be prejudiced or renderedunenforceable by the invalidity of any such other
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guarantee or security or by any waiver,amendment, release or modification thereof.     8. **Consents and Waivers, Etc.** The Guarantor hereby acknowledges receipt of a correctand complete copies of the Lease and any and all agreements, documents and other instrumentsdirectly or indirectly relating thereto, and consents to all of the terms and provisions thereof,as the same may be from time to time hereafter amended or changed in accordance with the terms andconditions thereof, and, except as otherwise provided herein, to the maximum extent permitted byapplicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of anyprincipal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of thisAgreement and of diligence, presentment, demand and protest, (c) notice of any default hereunderand any default, breach or nonperformance or Event of Default under any of the GuaranteedObligations or the Lease, (d) notice of the terms, time and place of any private or public sale ofany collateral held as security for the Guaranteed Obligations, (e) demand for performance orobservance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights orremedies against the Tenant or any other guarantor of the Guaranteed Obligations, under or pursuantto the Lease, or any agreement directly or indirectly relating thereto and any requirements ofdiligence or promptness on the part of the holders of the Guaranteed Obligations in connectiontherewith, and (f) to the extent it lawfully may do so, any and all demands and notices of everykind and description with respect to the foregoing or which may be required to be given by anystatute or rule of law and any defense of any kind which it may now or hereafter have with respectto this Agreement, or the Lease or the Guaranteed Obligations (other than that the same have beendischarged in accordance with the terms of the Lease).     9. **No Impairment, Etc.** The obligations, covenants, agreements and duties of theGuarantor under this Agreement shall not be affected or impaired by any assignment or transfer inwhole or in part of any of the Guaranteed Obligations without notice to the Guarantor, or anywaiver by the Landlord or any holder of any of the Guaranteed Obligations or by the holders of allof the Guaranteed Obligations of the performance or observance by the Tenant or any other guarantorof any of theagreements, covenants, terms or conditions contained in the Guaranteed Obligations or theLease or any indulgence in or the extension of the time for payment by the Tenant or any otherguarantor of any amounts payable under or in connection with the Guaranteed Obligations or theLease or any other instrument or
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agreement relating to the Guaranteed Obligations or of the timefor performance by the Tenant or any other guarantor of any other obligations under or arising outof any of the foregoing or the extension or renewal thereof (except that with respect to anyextension of time for payment or performance of any of the Guaranteed Obligations granted by theLandlord or any other holder of such Guaranteed Obligations to the Tenant, the Guarantor’sobligations to pay or perform such Guaranteed Obligation shall be subject to the same extension oftime for performance), or the modification or amendment (whether material or otherwise) of anyduty, agreement or obligation of the Tenant or any other guarantor set forth in any of theforegoing, or the voluntary or involuntary sale or other disposition of all or substantially allthe assets of the Tenant or any other guarantor or insolvency, bankruptcy, or other similarproceedings affecting the Tenant or any other guarantor or any assets of the Tenant or any suchother guarantor, or the release or discharge of the Tenant or any such other guarantor from theperformance or observance of any agreement, covenant, term or condition contained in any of theforegoing without the consent of the holders of the Guaranteed Obligations by operation of law, orany other cause, whether similar or dissimilar to the foregoing.     10. **Reimbursement, Subrogation, Etc.** The Guarantor hereby covenants and agrees thatit will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution orother similar rights against the Tenant (or any other person against whom the Landlord may proceed)with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing withrespect to the Lease, and until all indebtedness of the Tenant to the Landlord shall have been paidin full, the Guarantor shall not have any right of subrogation, and the Guarantor waives anydefense it may have based upon any election of remedies by the Landlord which destroys itssubrogation rights or its rights to proceed against the Tenant for reimbursement, including,without limitation, any loss of rights the Guarantor may suffer by reason of any rights, powers orremedies of the Tenant in connection with any anti-deficiency laws or any other laws limiting,qualifying or discharging the indebtedness to the Landlord. Until all obligations of the Tenantpursuant to the Lease shall have been paid and satisfiedin full, the Guarantor further waives any right to enforce any remedy which the Landlord nowhas or may in the future have against the Tenant, any other guarantor or any other person and anybenefit of, or any right to participate in, any security whatsoever now or in the future held bythe Landlord.
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     11. **Defeasance****.**This Agreement shall terminate at such time as the GuaranteedObligations have been paid and performed in full and all other obligations of the Guarantor to theLandlord under this Agreement have been satisfied in full; provided, however, if atany time, all or any part of any payment applied on account of the Guaranteed Obligations is ormust be rescinded or returned for any reason whatsoever (including, without limitation, theinsolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such paymentis or must be rescinded or returned, shall be deemed to have continued in existence notwithstandingany such termination.     12. **Notices****.**(a) Any and all notices, demands, consents, approvals, offers,elections and other communications required or permitted under this Agreement shall be deemedadequately given if in writing and the same shall be delivered either in hand, by telecopier withwritten acknowledgment of receipt, or by mail or Federal Express or similar expedited commercialcarrier, addressed to the recipient of the notice, postpaid and registered or certified with returnreceipt requested (if by mail), or with all freight charges prepaid (if by Federal Express orsimilar carrier).     (b) All notices required or permitted to be sent hereunder shall be deemed to have been givenfor all purposes of this Agreement upon the date of acknowledged receipt, in the case of a noticeby telecopier, and, in all other cases, upon the date of receipt or refusal, except that wheneverunder this Agreement a notice is either received on a day which is not a Business Day or isrequired to be delivered on or before a specific day which is not a Business Day, the day ofreceipt or required delivery shall automatically be extended to the next Business Day.     (c) All such notices shall be addressed,     if to the Landlord to:     c/o Senior Housing Properties Trust