NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA 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, AND EACH GUARANTOR AGREES THAT, THE NAME “HPT TA PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUST. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLC, By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and Treasurer TA OPERATING LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and Treasurer
Appears in 2 contracts
Samples: Guaranty Agreement (Travelcenters of America LLC), Guaranty Agreement (Hospitality Properties Trust)
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA 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, AND EACH THE GUARANTOR AGREES THAT, THE NAME “HPT TA PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUST. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. WITNESS the execution hereof under seal as of the date above first written. GUARANTOR: TRAVELCENTERS OF AMERICA LLCINC., a Maryland corporation By: /s/ Xxxx X. Xxxxxxxx Name: Young________________ Xxxx X. Xxxxxxxx TitleXxxxx Executive Vice President ACKNOWLEDGED AND AGREED: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY LLCLANDLORD: HPT TA PROPERTIES TRUST, a Maryland real estate investment trust By: /s/ Xxxx Xxxxx X. Xxxxxxx Name: Xxxx Donley________________ Xxxxx X. Xxxxxxx Title: Xxxxxx Treasurer and Chief Executive Vice President and Treasurer Officer HPT TA OPERATING LLC PROPERTIES LLC, a Maryland limited liability company By: /s/ Xxxx Xxxxx X. Xxxxxxx Name: Xxxx Donley________________ Xxxxx X. Xxxxxxx Title: Xxxxxx Treasurer and Chief Executive Vice President and TreasurerOfficer
Appears in 2 contracts
Samples: Guaranty Agreement (Service Properties Trust), Guaranty Agreement (Service Properties Trust)
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUSTLENDER, 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, AND EACH GUARANTOR AGREES THAT, THAT THE NAME “HPT TA SENIOR HOUSING PROPERTIES TRUSTTRUST ” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST LENDER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OF, OR CLAIM AGAINST, HPT TA PROPERTIES TRUSTLENDER. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUSTLENDER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST LENDER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. WITNESS the execution hereof [Signature Page Follows.] EXECUTED under seal as of the date first above first written. TRAVELCENTERS OF AMERICA LLC, By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, SENIOR HOUSING PROPERTIES TRUST By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx TitleTreasurer and Chief Financial Officer FIVE STAR QUALITY CARE, INC. By: Executive Vice President /s/ Xxxxx X. Xxxxxx Xx. Xxxxx X. Xxxxxx Xx. Treasurer and Treasurer TA OPERATING Chief Financial Officer FIVE STAR QUALITY CARE-GHV, LLC By: /s/ Xxxx Xxxxx X. Xxxxxxx NameXxxxxx Xx. Xxxxx X. Xxxxxx Xx. Treasurer and Chief Financial Officer FIVE STAR QUALITY CARE-MVSP, LLC By: Xxxx /s/ Xxxxx X. Xxxxxxx Title: Executive Vice President Xxxxxx Xx. Xxxxx X. Xxxxxx Xx. Treasurer and TreasurerChief Financial Officer [The following exhibits have been omitted and will be supplementally furnished to the Securities and Exchange Commission upon request.] EXHIBIT A PROPERTIES EXHIBIT B FORM OF NOTE EXHIBIT C FORM OF GUARANTY EXHIBIT D FORM OF MORTGAGE
Appears in 1 contract
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUSTSNH, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, PROVIDE THAT THE NAME “HPT TA SENIOR HOUSING PROPERTIES TRUST” REFERS TO THE TRUSTEES TRUSTEE UNDER THE SUCH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SNH SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUSTSNH. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUSTSNH, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST SNH FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLCFIVE STAR QUALITY CARE, INC., a Maryland corporation By: /s/ Xxxx Xxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx Xx. Xxxxx X. Xxxxxxxx Title: Xxxxxx Xx. Its Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY and Chief Financial Officer Exhibit A “Landlord” MSD – MACON, LLC MSD – BEAUFORT, LLC MSD – CAMDEN, LLC MSD – HARTSVILLE, LLC MSD – LEXINGTON, LLC MSD – ORANGEBURG, LLC MSD – SENECA, LLC MSD – CULLMAN, LLC MSD – MADISON, LLC MSD – SHEFFIELD, LLC MSD – BOWLING GREEN, LLC MSD – PADUCAH, LLC MSD – XXXXXXX, LLC MSD – GAINESVILLE, LLC MSD – CLEVELAND, LLC MSD – COOKEVILLE, LLC, By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and Treasurer TA OPERATING LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and Treasurer
Appears in 1 contract
Samples: Guaranty Agreement (Senior Housing Properties Trust)
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUSTTHE BENEFICIARIES, A COPY COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “"DECLARATION”"), IS ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, PROVIDE THAT THE NAME “HPT TA NAMES "SNH PROPERTIES TRUST” REFERS " AND "SNH CHS PROPERTIES TRUST" REFER TO THE TRUSTEES UNDER THE DECLARATION DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST EITHER BENEFICIARY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUSTSUCH BENEFICIARY. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUSTTHE BENEFICIARIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST THE BENEFICIARIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. [Remainder of page intentionally left blank.] WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLCFIVE STAR QUALITY CARE, INC., a Maryland corporation By: /s/ Xxxx Xxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx Xx. -------------------------------- Xxxxx X. Xxxxxxxx TitleXxxxxx Xx. Its: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY LLCand Chief Financial Officer EXHIBIT A PROPERTIES RELATED TO SNH GUARANTEED OBLIGATIONS Ellicott City I and II 0000 Xxxxx Xxxxx Xxxx Xxxxxxxx Xxxx, By: /s/ Xxxxxxxx 00000 HeartHaven at Seabury 000 Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 HeartHomes at Bay Ridge 3023 Arundale on the Xxx Xxxx X. Xxxxxxxxx, Xxxxxxxx 00000 HeartHomes at Linthicum 804 and 000 Xxxx Xxxxx Xxxx Xxxxxxxxx, Maryland 21090 Hearthomes at Lutherville 1414 and 0000 Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxx 00000 HeartHomes at Piney Orchard 0000 Xxxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and Treasurer TA OPERATING LLC By: /s/ Xxxx X. Xxxxxxx, Xxxxxxxx 00000 HeartHomes at Pasadena 0000 Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and TreasurerPasadena, Maryland 21122
Appears in 1 contract
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA 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, AND EACH THE GUARANTOR AGREES THAT, THE NAME “HPT TA PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUST. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. WITNESS the execution hereof under seal as of the date above first written. GUARANTOR: TRAVELCENTERS OF AMERICA LLCINC., a Maryland corporation By: /s/ Xxxx X. Xxxxxxxx Name: Young________________ Xxxx X. Xxxxxxxx TitleXxxxx Executive Vice President ACKNOWLEDGED AND AGREED: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY LLCLANDLORD: HPT TA PROPERTIES TRUST, a Maryland real estate investment trust By: /s/ Xxxx Xxxxx X. Xxxxxxx Name: Xxxx Donley________________ Xxxxx X. Xxxxxxx Title: Xxxxxx Treasurer and Chief Executive Vice President and Treasurer Officer HPT TA OPERATING LLC PROPERTIES LLC, a Maryland limited liability company By: /s/ Xxxx Xxxxx X. Xxxxxxx Name: Xxxx Donley________________ Xxxxx X. Xxxxxxx Title: Xxxxxx Treasurer and Chief Executive Vice President Officer [Signature Page to Amended and TreasurerRestated Guaranty Agreement
Appears in 1 contract
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUSTTHE LANDLORD, 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, AND EACH GUARANTOR AGREES THAT, THAT THE NAME “HPT TA "SNH CHS PROPERTIES TRUST” " REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST THE LANDLORD SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUSTTHE LANDLORD. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUSTTHE LANDLORD, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST THE LANDLORD FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. [Remainder of page intentionally left blank.] WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA FIVE STAR QUALITY CARE-MD, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx Xx. ------------------------------------- Xxxxx X. Xxxxxxxx TitleXxxxxx Xx. Its: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY and Chief Financial Officer FIVE STAR QUALITY CARE-NC, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxx X. Xxxxxxx NameXxxxxx Xx. ------------------------------------- Xxxxx X. Xxxxxx Xx. Its: Xxxx X. Xxxxxxx Title: Executive Vice President Treasurer and Treasurer TA OPERATING LLC Chief Financial Officer FIVE STAR QUALITY CARE-VA, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxx X. Xxxxxxx NameXxxxxx Xx. ------------------------------------- Xxxxx X. Xxxxxx Xx. Its: Xxxx X. Xxxxxxx Title: Executive Vice President Treasurer and TreasurerChief Financial Officer
Appears in 1 contract
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA 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, AND EACH GUARANTOR AGREES THAT, THE NAME “"HPT TA PROPERTIES TRUST” " REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUST. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. [Remainder of page intentionally left blank.] WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLC, By: /s/ Xxxx X. Xxxxxxxx ----------------------------- Name: Xxxx X. Xxxxxxxx ----------------------------- Title: Treasurer ---------------------------- TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, By: /s/ Xxxx X. Xxxxxxx ----------------------------- Name: Xxxx X. Xxxxxxx ----------------------------- Title: Executive Vice President and Treasurer ---------------------------- TA OPERATING LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and TreasurerLLC
Appears in 1 contract
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA 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, AND EACH GUARANTOR AGREES THAT, THE NAME “"HPT TA PROPERTIES TRUST” " REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUST. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. [Remainder of page intentionally left blank.] WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLC, By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer LLC TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and Treasurer LLC TA OPERATING LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and TreasurerTA FRANCHISE SYSTEMS LLC
Appears in 1 contract
NON-LIABILITY OF TRUSTEES. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING HPT TA PROPERTIES TRUSTCERTAIN OF THE PARTIES COMPRISING LANDLORD, A COPY COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”"DECLARATIONS"), IS ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, PROVIDE THAT THE NAMES "CCC FINANCING I TRUST," "CCC OF KENTUCKY TRUST," "CCC OHIO HEALTHCARE TRUST" AND EACH GUARANTOR AGREES THAT, THE NAME “HPT TA PROPERTIES "CCC PUEBLO NORTE TRUST” REFERS " REFER TO THE TRUSTEES UNDER THE DECLARATION DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, ANY AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OF, OR CLAIM AGAINST, HPT TA PROPERTIES TRUSTSUCH ENTITIES. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUSTSUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. [Remainder of page intentionally left blank.] WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLCFIVE STAR QUALITY CARE, INC., a Maryland corporation By: /s/ Xxxx X. Xxxxxxxx NameBruce J. Mackey Jr. Xxx: Xxxx X. Xxxxxxxx Title: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY LLCXxxxxxxer and Chief Financial Officer EXHIBIT A The Landlord CCC Financing I Trust CCC Financing Limited, By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and Treasurer TA OPERATING L.P. CCC Investments I, L.L.C. CCC of Kentucky Trust CCC Ohio Healthcare Trust CCC Pueblo Norte Trust CCC Retirement Communities II, L.P. CCCP Senior Living LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and TreasurerCCDE Senior Living LLC CCFL Senior Living LLC CCOP Senior Living LLC CCSL Senior Living LLC Leisure Park Venture Limited Partnership LTJ Senior Communities LLC Panther Holdings Level I, L.P.
Appears in 1 contract
Samples: Guaranty Agreement (Senior Housing Properties Trust)
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA 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, AND EACH GUARANTOR AGREES THAT, THE NAME “HPT TA PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUST. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLC, LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and Treasurer TA OPERATING LLC By: /s/ Name: Title: Schedule 1 COFO Properties XX Xxxxxxxxxx 000 Xxxx Xxxxx Xxxx. Xxxxxxxxxx, Xxxxxxx 00000 (Land only) XX Xxxxxxx XX Xxx 000 Xxxxxxx, Xxxxxxx 00000 TA Knoxville 000 Xxxx Xxxx Xxxxxxxxx, Xxxxxxxxx 00000 XX Xxxxxx 0000 X X-00 Xxxxxx, Xxxxx 00000 TA Sweetwater XX Xxx 0000 Xxxxxxxxxx, Xxxxx 00000 Schedule 1 Schedule 1-A Improvements on Land under Lease (Between TA Leasing and TA Operating) Being Terminated TA Commerce City 0000 Xxxxxx Xx. Xxxxxxxx Xxxx, Xxxxxxxx 00000 TA Vero Beach 0000 00xx Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000 XX Xxxxxxx 00000 X. Xxxxx Xxx 00 Xxxxxxx, Indiana 46118 TA Barkeyville 5644 SR8 - X.X. Xxx 000X Xxxxxxxxxx, Xxxxxxxxxxxx TA Milesburg 000 X. Xxxxx Xxxxxx Xx. XX Xxx 000 Xxxxxxxxx, Xxxxxxxxxxxx TA Denmark 000 Xxx 000 Xxxxxxx, Xxxxxxxxx TA Ashland 000 X. Xxxxxx Rd. - X.X. Xxx 000 Xxxxxxx, Xxxxxxxx TA Wheeling XX 0 - X.X. Xxx 0000 Xxxxxx Xxxxx, Xxxx Xxxxxxxx Schedule 2 Development Properties Petro Quartzsite Quartzsite Avenue Quartzsite, Arizona 85346 Maximum Purchase Price: $23,000,000 Petro Wilmington Xxxxxxx Road Wilmington, Illinois 60481 Maximum Purchase Price: $26,000,000 TA Xxxxxxxx Xxxxx Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx 00000 Maximum Purchase Price: $29,000,000 TA Pioneer 000 Xxxxxx Xxxxx Highway Pioneer, Tennessee 37847 Maximum Purchase Price: $17,000,000 XX Xxxxxxxxx XX 00 Xxxxxxxxx, Xxxxx 00000 Maximum Purchase Price: $23,000,000 Schedule 2 Schedule 3 Legacy TA Properties on HPT Land TA Commerce City 0000 Xxxxxx Xx. Xxxxxxxx Xxxx, Xxxxxxxx 00000 TA Vero Beach 0000 00xx Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000 XX Xxxxxxx 00000 X. Xxxxx Xxx 00 Xxxxxxx, Indiana 46118 TA Barkeyville 5644 SR8 - X.X. Xxx 000X Xxxxxxxxxx, Xxxxxxxxxxxx TA Milesburg 000 X. Xxxxx Xxxxxx Xx. XX Xxx 000 Xxxxxxxxx, Xxxxxxxxxxxx TA Denmark 000 Xxx 000 Xxxxxxx, Xxxxxxxxx TA Ashland 000 X. Xxxxxx Rd. - X.X. Xxx 000 Xxxxxxx, Xxxxxxxx TA Wheeling XX 0 - X.X. Xxx 0000 Xxxxxx Xxxxx, Xxxx Xxxxxxxx Schedule 4-A, 4-B and 4-C Legacy TA Properties Schedule 4-A TA Commerce City 0000 Xxxxxx Xx. Xxxxxxxx Xxxx, Xxxxxxxx 00000 TA Vero Beach 0000 00xx Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000 XX Xxxxxxx 00000 X. Xxxxx Xxx 00 Xxxxxxx, Indiana 46118 TA Barkeyville 5644 SR8 - X.X. Xxx 000X Xxxxxxxxxx, Xxxxxxxxxxxx TA Milesburg 000 X. Xxxxx Xxxxxx Xx. XX Xxx 000 Xxxxxxxxx, Xxxxxxxxxxxx TA Denmark 000 Xxx 000 Xxxxxxx, Xxxxxxxxx TA Ashland 000 X. Xxxxxx Rd. - X.X. Xxx 000 Xxxxxxx, Xxxxxxxx TA Wheeling XX 0 - X.X. Xxx 0000 Xxxxxx Xxxxx, Xxxx Xxxxxxxx Schedule 4-B TA Effingham 0000 X. Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx XX Xxxxxx South 0000 X. XX Xxxx 00 Xxxxxx, Indiana 46304 Schedule 0-X XX Xxxxxxxxx Xxxxx 0000 O’Xxxxxxx Xx. Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000 Schedule 5 New Properties Xxxxx Xxxxxxx 0000 Xxxx Xxxxx Xxx. Xxxxxxx, Xxxxxxx 00000 X-00, Xxxx 000 XX Xxxxxxxx 0000 Xxxxxxx Xx. Xxxxxxxx, Arizona 86025 X-00, Xxxx 000 XX Xxxxxxxxxx 000 Xxxxxx Xxxx. Livingston, California 95334 XX 00, Xxxx 000 Xxxxx Xxxxx Xxxxx 00000 Xxxx Xxxxxxx Xxxx Xxxxx Xxxxx, Xxxxxxxxxx 00000 State Xxx 000 & Xxxxx Xxx 00 Xxxxx Xxxxx 0000 Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Interstate 57-Exit 335 XX Xxxxxx 00 Xxxxxxx Xxxxx Morris, Illinois 60450 X-00 & Xxxxx Xxx. 00 (Xxxx 000) Xxxxx Xxxx 0000 Xxxxx Xx. Xxxx, Xxxxxxx 00000 X-00/X-00, Xxxx 0 Xxxxx Xxxxxxxxxx 0000 X. Xxxxxxx Xxxx #000 Xxxx Xxxxxxxxxx, Xxxxxxx 4720 Interstate 74 — Exit 143 Schedule 5 XX Xxxx Junction 0000 X.X. Xxx 00 Xxxx, Xxxxxx 00000 X-00, Xxxx 000 XX Xxxxxxxxx 0000 Xxxxxxxxx Xx. Xxxxxxxxx, Louisiana 71033 Interstate 20 (Exit 5) TA Battle Creek 00000 Xxxxxx Xxxx Xx. Xxxxxx Xxxxx, Xxxxxxxx 00000 X-00, Xxxx 000 Xxxxx Xxxxxxxx 0000 XX Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx 00000 X-00 — Xxxx 000 XX Xxxxxxxx 0000 X Xxxxxxxxxx 000 Xxxxxxxx, Xxxxx 00000-0000 XX 000 Xxxxx, Xxxx XX-0000 TA Laredo 0000 Xxxxxxx Xxxxxxx Xxxxxx, Xxxxx 00000 I-35, Exit #13 Schedule 5 Schedule 6 Surveys Real Property Survey Gadsden, AL 0000 Xxxx Xxxxx Xxx. Xxxxxxx, XX 00000 X-00, Xxxx 000 XXXX/XXXX Xxxx Title Survey, dated November 12, 2013, coordinated by Commercial Due Diligence Services (“CDDS”). Montgomery, AL Land only 000 X Xxxxx Xxxx Xxxxxxxxxx, XX ALTA/ACSM Land Title Survey dated March 25, 1993, prepared by International Land Surveying (“ILC”). XX Xxxxxxxx 0000 Xxxxxxx Xxxxx, X-00, Xxxx 000 Xxxxxxxx, XX 00000 ALTA/ACSM Land Title Survey, dated May 13, 2015, prepared by J.V. Surveying, L.L.C. and coordinated by Xxxxx-Xxxxxxx National Corporation (“Xxxxx-Xxxxxxx”). Quartzsite, AZ Quartzsite Xxxxxx Xxxxxxxxxx, XX 00000 ALTA/ACSM Land Title Survey, dated January 15, 2008, prepared by River Land Surveying LLC. Petro Santa Nella 28991 West Gonzaga Road Xxxxx Xxx 000, Xxxx Xxxxx Xxx 00 (San Xxxx Dr.) Xxxxx Xxxxx, XX 00000 ALTA/ACSM Land Title Survey, dated May 20, 2015, prepared by Slooten Consulting, Inc. and coordinated by Xxxxx-Xxxxxxx. XX Xxxxxxxxxx 000 Xxxxxx Xxxx SR99, Exit 203 Livingston, CA 95334 ALTA/ACSM Land Title Survey, dated May 19, 2015, prepared by Slooten Consulting, Inc. and coordinated by Xxxxx-Xxxxxxx. Commerce City (Denver East), CO 0000 Xxxxxx Xx. Xxxxxxxx Xxxx, XX ALTA/ACSM Land Title Survey, dated May 19, 2015, last revised May 26, 2015, prepared by Inter-Mountain Engineering and coordinated by Xxxxx-Xxxxxxx. Vero Beach, FL 0000 00xx Xxxxxx Xxxx Xxxxx, XX ALTA/ACSM Land Title Survey, dated May 1, 2015, prepared by Altamax Surveying and coordinated by Xxxxx-Xxxxxxx. Schedule 6 Real Property Survey Xxxxxxx Xxxxx, XX Xxx 000 Xxxxxxx, GA ALTA/ACSM Land Title Survey dated January 22, 1993, last revised March 26, 1997, prepared by ILC. Effingham, IL 1702 W. Evergreen I-57/I-70 SR 32 & 33 Exit 160 Effingham, IL ALTA/ACSM Land Title Survey, dated May 22, 2015, prepared by Xxxxxxxx Associates, Inc. and coordinated by Xxxxx-Xxxxxxx. Monee, IL 0000 Xxxxx Xx. Xxxxxxxxxx 00-Xxxx 000 Xxxxx, XX 00000 ALTA/ACSM Land Title Survey, dated April 28, 2011, prepared by Xxxx X. Xxxx. XX Xxxxxx 00 Xxxxxxx Name: Xxxxx I-80, Exit 112 (Rt. 47) Xxxxxx, XX 00000 ALTA/ACSM Land Title Survey, dated May 18, 2015, prepared by Sarko Engineering, Inc. and coordinated by Xxxxx-Xxxxxxx. Xxxxxxxxxx, XX Xxxxxxx Xxxx Wilmington, IL 60481 ALTA/ACSM Land Title Survey, dated January 15, 2015, prepared by Xxxxxxx Consulting, LTD. Xxxxxxx, XX 00000 S. State Rte 39 Clayton, IN ALTA/ACSM Land Title Survey, dated May 27, 2015, prepared by Xxxxxxx, Xxxxxxx Xxxxxxxxxx and coordinated by Xxxxx-Xxxxxxx. Xxxxx Xxxx 0000 Xxxxx Xx., I-80/I-94, Exit 9 Gary, IN 46408 ALTA/ACSM Land Title Survey, dated May 29, 2015, prepared by Xxxxxxx, Xxxxxxx Xxxxxxxxxx and coordinated by Xxxxx-Xxxxxxx. Greensburg, IN 0000 X. Xxxxxxx Title: Executive Vice President Xxxx #000 Xxxx Xxxxxxxxxx 74 — Exit 143 Greensburg, IN 4720 ALTA Survey, dated February 29, 2012, prepared by Mackie Consultants, LLC, coordinated by CDDS. Porter South 0000 Xxxx XX 00/X-00, Xxxx 00X Xxxxxx, XX 00000 ALTA/ACSM Land Title Survey, dated May 5, 2011, prepared by Xxxxxxxx & Works, coordinated by CDDS. Beto Junction, KS 0000 X.X. Xxx 00 X-00, Xxxx 000 Xxxx, XX 00000 ALTA/ACSM Land Title Survey, dated February 13, 2013, coordinated by CDDS. Schedule 6 Real Property Survey XX Xxxxxxxxx 0000 Xxxxxxxxx Xx., I-20, Exit 5 Greenwood, LA 71033 ALTA/ACSM Land Title Survey, dated May 18, 2015, prepared by Dading, Marques & Associates, LLC and Treasurercoordinated by Xxxxx-Xxxxxxx. Xxxxxx Xxxxx, XX 00000 Eleven Mile Rd. X-00, Xxxx 000 Xxxxxx Xxxxx, XX 00000 ALTA/ACSM Land Title Survey, dated June 21, 2012, coordinated by CDDS. Barkeyville, PA 5644 SR8 X.X. Xxx 000X Xxxxxxxxxx, XX ALTA/ACSM Land Title Survey, dated May 30, 2015, prepared by Xxxxxxx X. Xxxxx Geospatial, LLC and coordinated by Xxxxx-Xxxxxxx. Milesburg, PA 000 X. Xxxxx Xxxxxx Xx P.O. Box 656 Milesburg, PA ALTA/ACSM Land Title Survey, dated May 31, 2015, prepared by Xxxxxxx X. Xxxxx Geospatial, LLC and coordinated by Xxxxx-Xxxxxxx. Xxxxxxxx, XX Xxxxx Xxxx Xxxxxxxx, XX 00000 ALTA/ACSM Land Title Survey, dated January 9, 2007, prepared by Xxx and Xxxxxxx. Florence, SC 3001 TV Road I-95 — Exit 169 Florence, SC 29501 ALTA/ACSM Land Title Survey, dated December 27, 2012, prepared by Xxxxxx Xxxxxx & Associates.
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NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUSTLANDLORD, A COPY OF WHICHDATED NOVEMBER 10, TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”)2004, IS DULY AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, THE NAME “HPT TA PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST LANDLORD SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OF, OR CLAIM AGAINST, HPT TA PROPERTIES TRUSTLANDLORD. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST, LANDLORD IN ANY WAY, WAY SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST LANDLORD FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA SUBTENANT GUARANTORS: FIVE STAR QUALITY CARE - OBX OPERATOR, LLC, By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer TRAVELCENTERS MORNINGSIDE OF AMERICA HOLDING COMPANY CONCORD, LLC, By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President MORNINGSIDE OF GASTONIA, LLC, MORNINGSIDE OF PARIS, LLC, MORNINGSIDE OF RALEIGH, LLC, and Treasurer TA OPERATING MORNINGSIDE OF WILLIAMSBURG, LLC By: /s/ Xxxx Xxxxx X. Xxxxxx Xx. President of each of the foregoing entities THE LANDLORD HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY EACH SUBTENANT GUARANTOR. SNH/LTA PROPERTIES TRUST By: Xxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President [SIGNATURE PAGE TO SUBTENANT GUARANTY AGREEMENT (LEASE NO. 5)] EXHIBIT G FORM OF SUBTENANT SECURITY AGREEMENT SUBTENANT SECURITY AGREEMENT (LEASE NO. 5) THIS SUBTENANT SECURITY AGREEMENT (this “Agreement”) is entered into as of this 29th day of June, 2016 by and Treasureramong (i) each of the parties identified on the signature page hereof as the Subtenants (each a “Subtenant” and collectively, the “Subtenants”), and (ii) SNH/LTA PROPERTIES TRUST, a Maryland real estate investment trust (together with its successors and assigns, collectively, the “Secured Party”).
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Samples: Master Lease Agreement (Senior Housing Properties Trust)
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUSTTHE BENEFICIARIES, A COPY COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, PROVIDE THAT THE NAME NAMES “HPT TA SNH PROPERTIES TRUST” REFERS AND “SNH CHS PROPERTIES TRUST” REFER TO THE TRUSTEES UNDER THE DECLARATION DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST EITHER BENEFICIARY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OR CLAIM AGAINST, HPT TA PROPERTIES TRUSTSUCH BENEFICIARY. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUSTTHE BENEFICIARIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST THE BENEFICIARIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLCFIVE STAR QUALITY CARE, INC., a Maryland corporation /s/ Xxxxx X. Xxxxxx Xx. By: /s/ Xxxx Xxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx TitleXxxxxx Xx. Its: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY LLCand Chief Financial Officer EXHIBIT A PROPERTIES RELATED TO SNH GUARANTEED OBLIGATIONS Ellicott City I and II 0000 Xxxxx Xxxxx Xxxx Xxxxxxxx Xxxx, By: /s/ Xxxxxxxx 00000 HeartHaven at Seabury 000 Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000 HeartHomes at Bay Ridge 3023 Arundale on the Xxx Xxxx X. Xxxxxxxxx, Xxxxxxxx 00000 HeartHomes at Linthicum 804 and 000 Xxxx Xxxxx Xxxx Xxxxxxxxx, Maryland 21090 Hearthomes at Lutherville 1414 and 0000 Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxx 00000 HeartHomes at Piney Orchard 0000 Xxxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and Treasurer TA OPERATING LLC By: /s/ Xxxx X. Xxxxxxx, Xxxxxxxx 00000 HeartHomes at Pasadena 0000 Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and TreasurerPasadena, Maryland 21122
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Samples: Guaranty Agreement (Senior Housing Properties Trust)
NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUSTLENDER, 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, AND EACH GUARANTOR AGREES THAT, THAT THE NAME “HPT TA "SENIOR HOUSING PROPERTIES TRUST” TRUST " REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST LENDER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OF, OR CLAIM AGAINST, HPT TA PROPERTIES TRUSTLENDER. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUSTXXXXXX, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST LENDER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. SIGNATURES FOLLOW ON THE NEXT PAGE WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLC, FSQ/LTA HOLDINGS INC. By: /s/ Xxxx Xxxxx X. Xxxxxxxx Xxxxxx, Xx. ----------------------------------------------- Name: Xxxx Xxxxx X. Xxxxxxxx Xxxxxx, Xx. Title: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY LLCand Chief Financial Officer FIVE STAR QUALITY CARE, INC. By: /s/ Xxxx Xxxxx X. Xxxxxxx Xxxxxx, Xx. ----------------------------------------------- Name: Xxxx Xxxxx X. Xxxxxxx Xxxxxx, Xx. Title: Executive Vice President Treasurer and Treasurer TA OPERATING LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President and TreasurerChief Financial Officer
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NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUSTLENDER, 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, AND EACH GUARANTOR AGREES THAT, THAT THE NAME “HPT TA "SENIOR HOUSING PROPERTIES TRUST” TRUST " REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST LENDER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF OF, OR CLAIM AGAINST, HPT TA PROPERTIES TRUSTLENDER. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUSTLENDER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST LENDER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. SIGNATURES FOLLOW ON THE NEXT PAGE WITNESS the execution hereof under seal as of the date above first written. TRAVELCENTERS OF AMERICA LLC, FSQ/LTA HOLDINGS INC. By: /s/ Xxxx X. Xxxxxxxx -------------------------------------------- Name: Xxxx Xxxxx X. Xxxxxxxx Xxxxxx, Xx. Title: Treasurer TRAVELCENTERS OF AMERICA HOLDING COMPANY and Chief Financial Officer FIVE STAR QUALITY CARE, INC. By: -------------------------------------------- Name: Xxxxx X. Xxxxxx, Xx. Title: Treasurer and Chief Financial Officer EXHIBIT C SUBSIDIARY GUARANTY GUARANTY AGREEMENT (this "AGREEMENT"), dated November 19, 2004, is executed and delivered by Morningside of Decatur, L.P., Morningside of Xxxxxxxxx, X.X., Morningside of Belmont, LLC, ByMorningside of Springfield, LLC and FSQ Villa at Riverwood Business Trust (each a "GUARANTOR" and collectively, the "GUARANTORS"), in favor of Senior Housing Properties Trust ("SNH"). RECITAL: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President Five Star Quality Care, Inc. and Treasurer TA OPERATING LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President its wholly-owned subsidiary, FSQ/LTA Holdings Inc. (each a "BORROWER" and Treasurercollectively, the "BORROWERS"), have entered into a Loan Agreement dated November 19, 2004 with SNH pursuant to which the Borrowers have agreed to issue their joint and several promissory note due May 2, 2005 in the original principal amount of $16,849,000 (the "NOTE"). Each Guarantor is a direct or indirect subsidiary of a Borrower. It is a condition of the Loan Agreement that the Guarantors enter into this Agreement. Each Guarantor has determined that the Borrowers entering into the Loan Agreement will directly or indirectly inure to the benefit of such Guarantor, is in such Guarantor's best interest and in furtherance of such Guarantor's business and is necessary and convenient to the conduct of such business. Each Guarantor is contemporaneously granting SNH a mortgage of its real property to secure performance of its obligations under this Agreement.
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