7.17 AND 7.18 ABOVE) ARE KNOWINGLY, INTENTIONALLY,
AND VOLUNTARILY MADE BY GUARANTOR, AND GUARANTOR ACKNOWLEDGES THAT NEITHER
ADMINISTRATIVE AGENT NOR ANY LENDER, NOR ANY PERSON ACTING ON BEHALF OF
ADMINISTRATIVE AGENT OR ANY LENDER, HAS MADE ANY REPRESENTATIONS OF FACT TO
INDUCE THESE WAIVERS OR IN ANY WAY TO MODIFY OR NULLIFY THEIR EFFECT. GUARANTOR
FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO
BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THESE
WAIVERS BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT
HAS HAD THE OPPORTUNITY TO DISCUSS THESE WAIVERS WITH COUNSEL.
AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS - Page 17
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7.20
Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICT OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK) AND APPLICABLE UNITED STATES FEDERAL
LAW.
7.21
Amendment and Restatement. Guarantor agrees that this Guaranty is
given as a continuation, modification and extension of the Guaranty of Recourse
Obligations dated as of June 30, 2019 (the "Original Guaranty") by Guarantor in
favor of Administrative Agent and shall not constitute a novation of the
Original Guaranty. Notwithstanding the modifications effected by this Guaranty
of the representations, warranties and covenants of Guarantor contained in the
Original Guaranty, Guarantor acknowledges and agrees that any causes of action
or other rights created in favor of the Administrative Agent and Lenders arising
out of the representations and warranties of Guarantor contained in the Original
Guaranty (but only with respect to the period of time prior to the date hereof)
shall survive the execution and delivery of this Guaranty. All indemnification
and guaranty obligations of Guarantor pursuant to the Original Guaranty
(including any arising from a breach of the representations thereunder), but
only with respect to the period of time prior to the date hereof, shall survive
the amendment and restatement of the Original Guaranty pursuant to this
Guaranty.
REMAINDER OF PAGE INTENTIONALLY BLANK
SIGNATURE PAGE FOLLOWS
AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS - Page 18
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SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS
EXECUTED as of the day and year first above written.
HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
By: /s/Michael Anderson
Name: Michael Anderson
Title: Authorized
Signatory
STATE OF
New York
)
) ss.
COUNTY OF
New York
)
This instrument was acknowledged before me on December 12, 2019, by Michael
Anderson, Authorized Signatory of HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership, on behalf of said limited partnership.
/s/Julia Grace
Notary Public, State of New York
AMENDED AND RESTATED GUARANTY OF RECOURSE OBLIGATIONS - Signature Page
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SCHEDULE