THAT COULD REASONABLY BE EXPECTED TO RESULT IN
THE VIOLATION OF ANY SUCH RELEVANT ENVIRONMENTAL LAWS OR CAUSE SUCH PROPERTY TO
BE SUBJECT TO ANY RESTRICTIONS ON THE EXISTING OR CONTEMPLATED DEVELOPMENT, USE
OR TRANSFERABILITY THEREOF UNDER ANY RELEVANT ENVIRONMENTAL LAWS.
(G)
TO TENANT'S KNOWLEDGE, EACH PROPERTY AND THE USES THEREOF COMPLY
IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE BUILDING AND ZONING ORDINANCES AND
CODES;
(H)
NO GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER EITHER PROPERTY
HAS ISSUED ANY CITATIONS WITH RESPECT TO ANY MATERIAL DEFICIENCIES OR OTHER
MATTERS THAT FAIL TO CONFORM TO APPLICABLE STATUTES, REGULATIONS OR ORDINANCES
THAT HAVE NOT BEEN CORRECTED AS OF THE DATE HEREOF; TENANT HAS NOT RECEIVED
WRITTEN OR ORAL NOTICE FROM ANY AGENCY SUPERVISING OR HAVING AUTHORITY OVER
EITHER PROPERTY REQUIRING SUCH PROPERTY OR ANY SERVICE, STAFF, OR PRACTICE
PROVIDED AT SUCH PROPERTY TO BE MODIFIED, RESTRICTED OR CONDITIONED AS TO
SERVICE OR ELIGIBILITY OR BE REWORKED OR REDESIGNED OR ADDITIONAL 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
64
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.]
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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
By:
/s/ John R. Hoadley
John R. Hoadley
Treasurer
ELLICOTT CITY LAND II LLC
By:
/s/ John R. Hoadley
John R. Hoadley
Treasurer
HRES2 PROPERTIES TRUST
By:
/s/ John R. Hoadley
John R. Hoadley
Treasurer
SNH CHS PROPERTIES TRUST
By:
/s/ John R. Hoadley
John R. Hoadley
Treasurer
SPTIHS PROPERTIES TRUST
By:
/s/ John R. Hoadley
John R. Hoadley
Treasurer
SPT-MICHIGAN TRUST
By:
/s/ John R. Hoadley
John R. Hoadley
Treasurer
SPTMNR PROPERTIES TRUST
By:
/s/ John R. Hoadley
John R. Hoadley
Treasurer
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TENANT:
FIVE STAR QUALITY CARE TRUST
By:
/s/ Bruce J. Mackey