an
agreement of the parties hereto relating to the subject matter hereof.
20.
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.
21.
Remedies Cumulative.
No remedy herein conferred upon the Landlord
is intended to be exclusive of any other remedy, and each and every remedy shall
be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute or otherwise.
22.
NONLIABILITY OF TRUSTEES.
THE DECLARATIONS OF TRUST ESTABLISHING
CERTAIN ENTITIES COMPRISING THE LANDLORD, 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.
23.
Original Guaranty.
The Subtenant Guarantors and the Landlord
acknowledge and agree that this Agreement amends and restates the Original
Guaranty in its entirety with respect to the Guaranteed Obligations and that
this Agreement shall govern the rights and obligations of the Subtenant
Guarantors with
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respect to the Guaranteed Obligations from and after the date of this
Agreement.
Notwithstanding the foregoing, the Original Guaranty shall continue
to govern the rights and obligations of the Subtenant Guarantors with respect to
the Guaranteed Obligations (as defined in the Original Guaranty) prior to the
date of this Agreement and nothing contained in this Agreement shall operate to
release the Subtenant Guarantors from any such rights or obligations.
[Remainder of page intentionally left blank.]
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WITNESS the execution hereof under seal as of the date above first written.
SUBTENANT GUARANTORS:
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