Common use of Nonliability of Trustees Clause in Contracts

Nonliability of Trustees. (a) THE DECLARATION OF TRUST ESTABLISHING BORROWER, DATED OCTOBER 9, 1986, 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 THE NAME "HEALTH AND RETIREMENT 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 BORROWER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWER. ALL PERSONS DEALING WITH BORROWER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB PROPERTIES TRUST DATED SEPTEMBER 12, 1996, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA PROPERTIES TRUST DATED MAY 12, 1997, A COPY OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "TRUST SUBSIDIARIES DECLARATIONS"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAMES "HUB PROPERTIES TRUST", "HUB ACQUISITION TRUST" AND "HUB LA PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARY. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

Nonliability of Trustees. (a) THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING BORROWERCERTAIN OF THE SECURED PARTIES, DATED OCTOBER 9, 1986, A COPY COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATIONDECLARATIONS"), IS ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES PROVIDE THAT THE NAME NAMES "HEALTH AND RETIREMENT PROPERTIES CCC FINANCING I TRUST," "CCC OF KENTUCKY TRUST," "CCC OHIO HEALTHCARE TRUST" REFERS AND "CCC PUEBLO NORTE TRUST" 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 BORROWER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWER. ALL PERSONS DEALING WITH BORROWER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB PROPERTIES TRUST DATED SEPTEMBER 12, 1996, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA PROPERTIES TRUST DATED MAY 12, 1997, A COPY OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "TRUST SUBSIDIARIES DECLARATIONS"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAMES "HUB PROPERTIES TRUST", "HUB ACQUISITION TRUST" AND "HUB LA PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARYENTITIES. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARYSUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY 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. PLEDGOR: FSQ, INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Xx. ------------------------------------- Its: Treasurer and Chief Financial Officer SECURED PARTIES: CCC FINANCING I TRUST, a Maryland business trust By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- CCC FINANCING LIMITED, L.P., a Delaware limited partnership By: CCC RETIREMENT TRUST, its General Partner By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- CCC INVESTMENTS I, L.L.C., a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- [Signatures continue on following page.] -15- CCC OF KENTUCKY TRUST, a Maryland business trust By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- CCC OHIO HEALTHCARE TRUST, a Maryland business trust By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- CCC PUEBLO NORTE TRUST, a Maryland business trust By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- CCC RETIREMENT COMMUNITIES II, L.P., a Delaware limited partnership By: CRESTLINE VENTURES LLC, its General Partner By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- CCCP SENIOR LIVING LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- [Signatures continue on following page.] CCDE SENIOR LIVING LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- CCFL SENIOR LIVING LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- CCOP SENIOR LIVING LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- CCSL SENIOR LIVING LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- LEISURE PARK VENTURE LIMITED PARTNERSHIP, a Delaware limited partnership By: CCC LEISURE PARK CORPORATION, its General Partner By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- [Signatures continue on following page.] LTJ SENIOR COMMUNITIES LLC, a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- PANTHER HOLDINGS LEVEL I, L.P., a Delaware limited partnership By: PANTHER GENPAR TRUST, its General Partner By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its: Treasurer --------------------------------- -18- Omitted Exhibits The following exhibit to the Pledge of Shares of Beneficial Interest Agreement has been omitted:

Nonliability of Trustees. (a) THE DECLARATION OF TRUST ESTABLISHING BORROWER, DATED OCTOBER 9, 1986THE GUARANTOR, 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 THAT, AND THE MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE THAT, THE NAME "HEALTH AND RETIREMENT HOSPITALITY 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 BORROWER THE GUARANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWERTHE GUARANTOR. ALL PERSONS DEALING WITH BORROWERTHE GUARANTOR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER THE GUARANTOR FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB . WITNESS the execution hereof under seal as of the date above first written. HOSPITALITY PROPERTIES TRUST DATED SEPTEMBER 12By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREED: IHG MANAGEMENT (MARYLAND) LLC By:_________________________ Its:_____________________ Intercontinental Hotels (Puerto Rico) Inc. By:_________________________ Its:_____________________ Exhibit R --------- AMENDMENT TO MANAGEMENT AGREEMENT (Attached) AMENDMENT TO MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "Amendment") is made as of ________________, 19962005 by and between IHG MANAGEMENT (MARYLAND) LLC, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA PROPERTIES TRUST DATED MAY 12, 1997, A COPY OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO a Maryland limited liability company (THE "TRUST SUBSIDIARIES DECLARATIONSManager"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLANDand HPT TRS IHG-2, PROVIDES THAT THE NAMES INC., a Maryland corporation ("HUB PROPERTIES TRUSTOwner", "HUB ACQUISITION TRUST" AND "HUB LA PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARY. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION).

Nonliability of Trustees. (a) THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING BORROWERTHE SECURED PARTIES, DATED OCTOBER 9, 1986, A COPY COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATIONDECLARATIONS"), IS ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES PROVIDE THAT THE NAME NAMES "HEALTH HRES2 PROPERTIES TRUST," "SPTIHS PROPERTIES TRUST," "SPT-MICHIGAN TRUST" AND RETIREMENT "SPTMNR PROPERTIES TRUST" REFERS REFER TO THE TRUSTEES UNDER THE EACH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF BORROWER THE SECURED PARTIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OF OR CLAIM AGAINST, BORROWERTHE SECURED PARTIES. ALL PERSONS DEALING WITH BORROWERTHE SECURED PARTIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER THE SECURED PARTIES 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. PLEDGOR: FIVE STAR QUALITY CARE, INC. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB , a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Xx. ----------------------------- Treasurer and Chief Financial Officer SECURED PARTIES: HRES2 PROPERTIES TRUST DATED SEPTEMBER 12, 1996, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA By: /s/ Xxxxx X. Xxxxxxx ------------------------------ Its: President ------------------------- SPTIHS PROPERTIES TRUST DATED MAY 12, 1997, A COPY OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "By: /s/ Xxxxx X. Xxxxxxx ------------------------------ Its: President ------------------------- SPT-MICHIGAN TRUST SUBSIDIARIES DECLARATIONS"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAMES "HUB By: /s/ Xxxxx X. Xxxxxxx ------------------------------ Its: President ------------------------- SPTMNR PROPERTIES TRUST", "HUB ACQUISITION TRUST" AND "HUB LA PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARY. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.By: /s/ Xxxxx X. Xxxxxxx ------------------------------ Its: President ------------------------- Omitted Exhibits The following exhibit to the Pledge of Shares of Beneficial Interest Agreement has been omitted:

Nonliability of Trustees. (a) THE DECLARATION OF TRUST ESTABLISHING BORROWER, DATED OCTOBER 9, 1986TRUST, 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 THAT, AND THE GUARANTOR HEREBY AGREES THAT, THE NAME "HEALTH AND RETIREMENT HOSPITALITY 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 BORROWER TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWERTRUST. ALL PERSONS DEALING WITH BORROWERTRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB . - B-15 - WITNESS the execution hereof under seal as of the date above first written. INTERCONTINENTAL HOTELS GROUP PLC By: --------------------------------- Its: ----------------------------- ACKNOWLEDGED AND AGREED: HPT TRS IHG-1, INC. By: ---------------------------- Its: ------------------------ HOSPITALITY PROPERTIES TRUST DATED SEPTEMBER 12By: ---------------------------- Its: ------------------------ - B-16 - EXHIBIT P MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, 1996, HUB ACQUISITION TRUST DATED MARCH 14, 1997 INC. AND HUB LA PROPERTIES TRUST DATED MAY 12, 1997, A COPY IHG MANAGEMENT (MARYLAND) LLC TABLE OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "TRUST SUBSIDIARIES DECLARATIONS"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAMES "HUB PROPERTIES TRUST", "HUB ACQUISITION TRUST" AND "HUB LA PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARY. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.CONTENTS

Nonliability of Trustees. (a) THE DECLARATION OF TRUST ESTABLISHING BORROWER, DATED OCTOBER 9, 1986____________________, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE "DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THAT, AND MANAGER HEREBY AGREES THAT, THE NAME "HEALTH AND RETIREMENT 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 BORROWER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWERSUCH ENTITY. ALL PERSONS DEALING WITH BORROWERSUCH ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER SUCH ENTITY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE SATISFACTION OF ANY OBLIGATION. (b) THE DECLARATIONS DECLARATION OF TRUST ESTABLISHING HUB PROPERTIES TRUST DATED SEPTEMBER 12, 1996, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA PROPERTIES TRUST DATED MAY 12, 1997____________________, A COPY OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE "TRUST SUBSIDIARIES DECLARATIONSDECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THAT, AND MANAGER HEREBY AGREES THAT, THE NAMES NAME "HUB PROPERTIES TRUST", "HUB ACQUISITION TRUST___________________" AND "HUB LA PROPERTIES TRUST" REFER REFERS TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARYENTITY. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARYSUCH ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY ENTITY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE SATISFACTION OF ANY OBLIGATION.

Nonliability of Trustees. (a) THE DECLARATION OF TRUST ESTABLISHING BORROWER, DATED OCTOBER 9, 1986TRUST, 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 THAT, AND THE GUARANTOR HEREBY AGREES THAT, THE NAME "HEALTH AND RETIREMENT HOSPITALITY 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 BORROWER TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWERTRUST. ALL PERSONS DEALING WITH BORROWERTRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB . WITNESS the execution hereof under seal as of the date above first written. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREED: HPT TRS IHG-1, INC. By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST DATED SEPTEMBER 12, 1996, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST DATED MAY 12By:_________________________ Its:_____________________ - B-16 - EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, 1997, A COPY INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "TRUST SUBSIDIARIES DECLARATIONS"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAMES "HUB PROPERTIES TRUST", "HUB ACQUISITION TRUST" AND "HUB LA PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARY. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.CONTENTS

Nonliability of Trustees. (a) THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING BORROWERCERTAIN OF THE SECURED PARTIES, DATED OCTOBER 9, 1986, A COPY COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATIONDECLARATIONS"), IS ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES PROVIDE THAT THE NAME NAMES "HEALTH CCC CORAL OAKS TRUST," "CCC FINANCING I TRUST," "CCC FORUM CROSSING TRUST," "CCC XXXXXXX MANOR TRUST," "CCC FOUNTAINVIEW TRUST," "CCC OF KENTUCKY TRUST," "CCC OHIO HEALTHCARE TRUST," "CCC PUEBLO NORTE TRUST," "CCC REMINGTON TRUST," "CCC WINCHESTER TRUST," AND RETIREMENT PROPERTIES "CCC WOODLANDS TRUST" REFERS REFER TO THE TRUSTEES UNDER THE EACH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF BORROWER SUCH SECURED PARTIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OF OR CLAIM AGAINST, BORROWERSUCH SECURED PARTIES. ALL PERSONS DEALING WITH BORROWERSUCH SECURED PARTIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER SUCH SECURED PARTIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB PROPERTIES TRUST DATED SEPTEMBER 12, 1996, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA PROPERTIES TRUST DATED MAY 12, 1997, A COPY OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "TRUST SUBSIDIARIES DECLARATIONS"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAMES "HUB PROPERTIES TRUST", "HUB ACQUISITION TRUST" AND "HUB LA PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARY. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

Nonliability of Trustees. (a) THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING BORROWERCERTAIN OF THE PARTIES COMPRISING LANDLORD, DATED OCTOBER 9, 1986, A COPY COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATIONDECLARATIONS"), IS ARE DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES PROVIDE THAT THE NAME NAMES "HEALTH CCC CORAL OAKS TRUST," "CCC FINANCING I TRUST," "CCC FORUM CROSSING TRUST," "CCC XXXXXXX MANOR TRUST," "CCC FOUNTAINVIEW TRUST," "CCC OF KENTUCKY TRUST," "CCC OHIO HEALTHCARE TRUST," "CCC PUEBLO NORTE TRUST," "CCC REMINGTON TRUST," "CCC WINCHESTER TRUST," AND RETIREMENT PROPERTIES "CCC WOODLANDS 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 BORROWER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWER. ALL PERSONS DEALING WITH BORROWER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB PROPERTIES TRUST DATED SEPTEMBER 12, 1996, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA PROPERTIES TRUST DATED MAY 12, 1997, A COPY OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "TRUST SUBSIDIARIES DECLARATIONS"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAMES "HUB PROPERTIES TRUST", "HUB ACQUISITION TRUST" AND "HUB LA PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARYENTITIES. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARYSUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

Nonliability of Trustees. (a) THE DECLARATION OF TRUST ESTABLISHING BORROWER, DATED OCTOBER 9, 1986THE GUARANTOR, 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 THAT, AND THE MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE THAT, THE NAME "HEALTH AND RETIREMENT HOSPITALITY 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 BORROWER THE GUARANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWERTHE GUARANTOR. ALL PERSONS DEALING WITH BORROWERTHE GUARANTOR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER THE GUARANTOR FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB . WITNESS the execution hereof under seal as of the date above first written. HOSPITALITY PROPERTIES TRUST DATED SEPTEMBER 12By: ----------------------------- John G. Murray President AXXXXXXXXXXX XXD AGREED: IHG MANAGEMENT (MARYLAND) LLC By: ------------------------------ Robert J. Chitty Vice President INTERCONTINENTAL HOTELS (PUERTO RXXX) XXX. Xx: ------------------------------ Robert J. Chitty Vice President XXXXXXX X FIRST AMENDMENT TO MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "AMENDMENT") is made as of ___________ __, 19962005 by and between IHG MANAGEMENT (MARYLAND) LLC, HUB ACQUISITION TRUST DATED MARCH 14, 1997 AND HUB LA PROPERTIES TRUST DATED MAY 12, 1997, A COPY OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO a Maryland limited liability company (THE "TRUST SUBSIDIARIES DECLARATIONSMANAGER"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLANDand HPT TRS IHG-2, PROVIDES THAT THE NAMES INC., a Maryland corporation ("HUB PROPERTIES TRUSTOWNER", "HUB ACQUISITION TRUST" AND "HUB LA PROPERTIES TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARY. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION).

Nonliability of Trustees. (a) THE DECLARATION OF TRUST ESTABLISHING BORROWER, DATED OCTOBER 9, 1986, 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 THE NAME "HEALTH AND RETIREMENT 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 BORROWER SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, BORROWER. ALL PERSONS DEALING WITH BORROWER, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF BORROWER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. (b) THE DECLARATIONS OF TRUST ESTABLISHING HUB PROPERTIES TRUST DATED SEPTEMBER 12, 1996, HUB ACQUISITION TRUST DATED MARCH April 14, 1997 AND 1997, HUB LA PROPERTIES TRUST DATED MAY 12, 1997, HUB RI PROPERTIES TRUST DATED NOVEMBER 3, 1997 AND HUB WOODMONT INVESTMENT TRUST DATED JANUARY 30, 1998, A COPY OF EACH OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "TRUST SUBSIDIARIES DECLARATIONS"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAMES "HUB PROPERTIES TRUST", "HUB ACQUISITION TRUST" AND ", "HUB LA PROPERTIES TRUST", "HUB RI PROPERTIES TRUST" and "HUB WOODMONT INVESTMENT TRUST" REFER TO THE RESPECTIVE TRUSTEES UNDER THE RESPECTIVE TRUST SUBSIDIARIES DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE TRUST SUBSIDIARIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH TRUST SUBSIDIARY. ALL PERSONS DEALING WITH EACH TRUST SUBSIDIARY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH TRUST SUBSIDIARY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.