or hereafter existing at law or in equity or by statute or otherwise.
22.
NON-LIABILITY OF TRUSTEES. THE DECLARATIONS OF TRUST ESTABLISHING
CERTAIN ENTITIES COMPRISING THE LANDLORD, COPIES OF WHICH, TOGETHER WITH ALL
AMENDMENTS THERETO (THE "DECLARATIONS"), ARE DULY FILED WITH THE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDE THAT THE NAMES
"SPTIHS PROPERTIES TRUST", "SPTMNR PROPERTIES TRUST", "SNH/LTA PROPERTIES
TRUST", AND "SNH CHS PROPERTIES TRUST" REFER TO THE TRUSTEES UNDER THE
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 Guarantor 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 Guarantor with 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 Guarantor 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
Guarantor from any such rights or obligations.
[Remainder of page intentionally left blank.]
12
WITNESS the execution hereof under seal as of the date above first written.
FIVE STAR QUALITY CARE, INC.
By:
/s/ Bruce J. Mackey Jr.
Bruce J. Mackey Jr.
President
THE LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY
THE GUARANTOR AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF
SECTION 23 OF THIS AGREEMENT.
ELLICOTT CITY LAND I LLC,
ELLICOTT CITY LAND II LLC,
SNH CHS PROPERTIES TRUST,
SPTIHS PROPERTIES TRUST,
SPTMNR PROPERTIES TRUST,
SNH/LTA PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC,
and SAVANNAH SQUARE,
INC.
By:
/s/ Richard A. Doyle
Richard A. Doyle
Treasurer and Chief
Financial Officer of
each of the foregoing
entities