or creation, perfection and priority of the
security interests created hereby, or procedural issues of foreclosures are
required to be governed by the laws of the state in which the Collateral, or
relevant part thereof, is located, the laws of such State shall apply.
Section 15.
NONLIABILITY OF TRUSTEES.
THE DECLARATIONS OF TRUST ESTABLISHING
CERTAIN ENTITIES COMPRISING THE SECURED PARTIES, COPIES OF WHICH, TOGETHER WITH
ALL AMENDMENTS THERETO (COLLECTIVELY, THE "DECLARATIONS"), ARE DULY FILED WITH
THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE
THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH DECLARATIONS
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD
TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, SUCH ENTITIES.
ALL PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY,
SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.
Section 16.
Original Security Agreements.
The Secured Parties and Subtenants
acknowledge and agree that this Agreement amends and restates the Original
Subtenant Security Agreements in their entirety with respect to the Collateral
and that this Agreement shall govern the rights and obligations of the Secured
Parties and Subtenants with respect to the Collateral from and after the date of
this Agreement.
Notwithstanding the foregoing, the Original Subtenant Security
Agreements shall continue to govern the rights and obligations of the Secured
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Parties and Subtenants with respect to the Collateral prior to the date of this
Agreement.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under seal as of the date first above written.
SUBTENANTS:
FIVE STAR QUALITY CARE-AZ, LLC,
FIVE STAR QUALITY CARE-CA, LLC,
FIVE STAR QUALITY CARE-COLORADO, LLC,
FIVE STAR QUALITY CARE-FL, LLC,
FIVE STAR QUALITY CARE-GA, LLC,
FIVE STAR QUALITY CARE-GHV, LLC,
FIVE STAR QUALITY CARE-IA, LLC,
FIVE STAR QUALITY CARE-IL, LLC,
FIVE STAR QUALITY CARE-KS, LLC,
FIVE STAR QUALITY CARE-MD, LLC,
FIVE STAR QUALITY CARE-MN, LLC,
FIVE STAR QUALITY CARE-MO, LLC,
FIVE STAR QUALITY CARE-MS, LLC,
FIVE STAR QUALITY CARE-NE, LLC,
FIVE STAR QUALITY CARE-NC, LLC,
FIVE STAR QUALITY CARE-SAVANNAH LLC,
FIVE STAR QUALITY CARE-TX, LLC,
FIVE STAR QUALITY CARE-WI, LLC,
FIVE STAR QUALITY CARE-WY, LLC,
FIVE STAR QUALITY CARE-VA, LLC,
MORNINGSIDE OF GALLATIN, LLC,
MORNINGSIDE OF BELMONT, LLC
FIVE STAR QUALITY CARE-IA, INC.,
FIVE STAR QUALITY CARE-NE, INC.,
THE HEARTLANDS RETIREMENT COMMUNITY - ELLICOTT CITY I, INC.
By:
/s/ Travis K. Smith
Travis K. Smith
Vice President of each of the
foregoing entities
MORNINGSIDE OF ANDERSON, L.P.,
MORNINGSIDE OF ATHENS, LIMITED
PARTNERSHIP, MORNINGSIDE OF COLUMBUS,
L.P., MORNINGSIDE OF DALTON, LIMITED
PARTNERSHIP, MORNINGSIDE OF EVANS,
LIMITED PARTNERSHIP, MORNINGSIDE OF
GREENWOOD, L.P. and MORNINGSIDE OF
KENTUCKY, LIMITED PARTNERSHIP
By:
LifeTrust America, Inc.,
General Partner of each of
the foregoing entities
By:
/s/ Travis K. Smith
Travis K. Smith
Vice President
MORNINGSIDE OF BELLGRADE, RICHMOND,