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, PRINCIPAL 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 MASSACHUSETTS; OR
(VII) ANY COMBINATION OF THE FOREGOING.
NOTWITHSTANDING THE FOREGOING, THE LAWS
OF THE STATE SHALL APPLY TO THE PERFECTION AND PRIORITY OF LIENS UPON AND THE
DISPOSITION OF ANY PROPERTY.
23.14
RIGHT TO MAKE AGREEMENT.
EACH PARTY WARRANTS, WITH RESPECT TO ITSELF,
THAT NEITHER THE EXECUTION OF THIS AGREEMENT, NOR THE CONSUMMATION OF ANY
TRANSACTION CONTEMPLATED HEREBY, SHALL VIOLATE ANY PROVISION OF ANY LAW, OR ANY
JUDGMENT, WRIT, INJUNCTION, ORDER OR DECREE OF ANY COURT OR GOVERNMENTAL
AUTHORITY HAVING JURISDICTION OVER IT; NOR RESULT IN OR CONSTITUTE A BREACH OR
DEFAULT UNDER ANY INDENTURE, CONTRACT, OTHER COMMITMENT OR RESTRICTION TO WHICH
IT IS A PARTY OR BY WHICH IT IS BOUND; NOR REQUIRE ANY CONSENT, VOTE OR APPROVAL
WHICH HAS NOT BEEN GIVEN OR TAKEN, OR AT THE TIME OF THE TRANSACTION INVOLVED
SHALL NOT HAVE BEEN GIVEN OR TAKEN.
EACH PARTY COVENANTS THAT IT HAS AND WILL
CONTINUE TO HAVE THROUGHOUT THE TERM OF THIS AGREEMENT AND ANY EXTENSIONS
THEREOF, THE FULL RIGHT TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER.
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23.15
ATTORNEYS' FEES.
IF ANY LAWSUIT OR ARBITRATION OR OTHER LEGAL PROCEEDING
ARISES IN CONNECTION WITH THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT,
THE PREVAILING PARTY THEREIN SHALL BE ENTITLED TO RECEIVE FROM THE OTHER PARTY
THE PREVAILING PARTY'S COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES
INCURRED IN CONNECTION THEREWITH, IN PREPARATION THEREFOR AND ON APPEAL
THEREFROM, WHICH AMOUNTS SHALL BE INCLUDED IN ANY JUDGMENT THEREIN.
23.16
NONLIABILITY OF TRUSTEES.
THE DECLARATION OF TRUST ESTABLISHING HPT PSC
PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
THE STATE OF MARYLAND, PROVIDES THAT THE NAME OF SUCH ENTITY 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
SUCH ENTITY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR
ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITY.
ALL PERSONS DEALING WITH SUCH
ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITY FOR THE PAYMENT
OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
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IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date above