FURNITURE, FIXTURES, EQUIPMENT OR INVENTORY TO BE PROVIDED AT SUCH
PROPERTY SO AS TO CONFORM OR COMPLY WITH ANY EXISTING IN ANY APPLICABLE LAW,
CODE OR STANDARD; AND
(I)
THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE WITH RESPECT TO THE PHYSICAL CONDITION OF THE OVERLAND PARK PROPERTY OR
THE OPERATIONS AT THE OVERLAND PARK PROPERTY SINCE APRIL 1, 2002 AND THERE HAS
BEEN NO MATERIAL ADVERSE CHANGE WITH RESPECT TO THE PHYSICAL CONDITION OF THE
ELLICOTT CITY PROPERTY OR THE OPERATIONS AT THE ELLICOTT CITY PROPERTY SINCE
NOVEMBER 2, 2002.
23.17
NONLIABILITY OF TRUSTEES.
THE DECLARATIONS OF TRUST
ESTABLISHING CERTAIN ENTITIES COMPRISING 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.
[Remainder of page intentionally left blank.]
82
IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date above first written.
LANDLORD:
ELLICOTT CITY LAND I LLC, ELLICOTT
CITY LAND II LLC, HRES2 PROPERTIES
TRUST, SNH CHS PROPERTIES TRUST,
SPTIHS PROPERTIES TRUST, SPT-
MICHIGAN TRUST, SPTMNR PROPERTIES
TRUST, SNH/LTA PROPERTIES TRUST,
SNH/LTA PROPERTIES GA LLC
By:
/s/ John R. Hoadley
John R. Hoadley, Treasurer of
each of the foregoing entities
TENANT:
FIVE STAR QUALITY CARE TRUST
By:
/s/ Bruce J. Mackey Jr.
Bruce J. Mackey Jr.
Treasurer
EXHIBITS A-1 through A-79
Land
[See attached copies.]
OMITTED EXHIBITS
The following exhibits to the Second Amended and Restated Lease Agreement have
been omitted:
Exhibits
Exhibit Title
A-1 through A-79
Land
The Registrant agrees to furnish supplementally a copy of the foregoing omitted
exhibits to the Securities and Exchange Commission upon request.
i