Common use of Nonliability of Trustees Clause in Contracts

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING 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 THE GUARANTOR HEREBY AGREES THAT, THE NAME "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 TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, TRUST. ALL PERSONS DEALING WITH TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF 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. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREED: HPT TRS IHG-1, INC. By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ - B-16 - EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTS

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING TRUSTTHE 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, AND THE GUARANTOR HEREBY AGREES MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE THAT, THE NAME "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 TRUST THE GUARANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, TRUSTTHE GUARANTOR. ALL PERSONS DEALING WITH TRUSTTHE GUARANTOR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF TRUST THE GUARANTOR 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. HOSPITALITY PROPERTIES TRUST By: ----------------------------- John G. Murray President AXXXXXXXXXXX XXD AGREED: IHG MANAGEMENT (MARYLAND) LLC By: ------------------------------ Robert J. Chitty Vice President INTERCONTINENTAL HOTELS GROUP PLC By:________________(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 ___________ Its:_______________________ ACKNOWLEDGED AND AGREED: HPT TRS IHG-1, INC. By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ - B-16 - EXHIBIT P --------- 2005 by and between IHG MANAGEMENT AGREEMENT (See attachedMARYLAND) MANAGEMENT AGREEMENT BY AND BETWEEN LLC, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2, INC. AND IHG MANAGEMENT ., a Maryland corporation (MARYLAND) LLC TABLE OF CONTENTS"OWNER").

Nonliability of Trustees. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING TRUSTCERTAIN OF THE SECURED PARTIES, 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 THAT, PROVIDE THAT THE NAMES "CCC CORAL OAKS TRUST," "CCC FINANCING I TRUST," "CCC XXXXX XXXXXXXX XXXXX," "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 THE GUARANTOR HEREBY AGREES THAT, THE NAME "HOSPITALITY 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 TRUST SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OF OR CLAIM AGAINST, TRUSTSUCH ENTITIES. ALL PERSONS DEALING WITH TRUSTSUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF 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. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREEDPLEDGOR: HPT TRS IHG-1FSQ, INC. ., a Delaware corporation By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES : ---------------------------------------- Its (Vice) President SECURED PARTIES: CCC CORAL OAKS TRUST By:_________________________ : ---------------------------------------- Its:_____________________ HOSPITALITY PROPERTIES : ------------------------------------ CCC FINANCING I TRUST By:_________________________ : ---------------------------------------- Its:_____________________ - B-16 - : ------------------------------------ CCC FORUM CROSSING TRUST By: ---------------------------------------- Its: ------------------------------------ CCC XXXXXXX MANOR TRUST By: ---------------------------------------- Its: --------------------------------------- CCC FOUNTAINVIEW TRUST By: ---------------------------------------- Its: ------------------------------------ [SIGNATURES CONTINUE ON NEXT PAGE.] -15- CCC OF KENTUCKY TRUST By: ---------------------------------------- Its: ------------------------------------ CCC OHIO HEALTHCARE TRUST By: ---------------------------------------- Its: ------------------------------------ CCC PUEBLO NORTE TRUST By: ---------------------------------------- Its: ------------------------------------ CCC REMINGTON TRUST By: ---------------------------------------- Its: ------------------------------------ CCC WINCHESTER TRUST By: ---------------------------------------- Its: ------------------------------------ CCC WOODLANDS TRUST By: ---------------------------------------- Its: ------------------------------------ CCCP SENIOR LIVING LLC By: ---------------------------------------- Its: ------------------------------------- [SIGNATURES CONTINUE ON NEXT PAGE.] CCDE SENIOR LIVING LLC By: ---------------------------------------- Its: ------------------------------------ CCFL SENIOR LIVING LLC By: ---------------------------------------- Its: ------------------------------------ CCOP SENIOR LIVING LLC By: ----------------------------------------- Its: -------------------------------------- CCSL SENIOR LIVING LLC By: ---------------------------------------- Its: ------------------------------------- LEISURE PARK VENTURE LIMITED PARTNERSHIP By: ---------------------------------------- Its: ------------------------------------ OMITTED EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTSThe following exhibit to the Form of Pledge of Shares of Beneficial Interest Agreement: Exhibit Letter Exhibit Title A Pledged Shares of Beneficial Interest The Registrant agrees to furnish supplementally a copy of the foregoing omitted exhibit to the Securities and Exchange Commission upon request.

Nonliability of Trustees. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING TRUSTCERTAIN OF THE PARTIES COMPRISING LANDLORD, 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 THAT, PROVIDE THAT THE NAMES "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 THE GUARANTOR HEREBY AGREES THAT, THE NAME "HOSPITALITY 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 TRUST SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, TRUSTSUCH ENTITIES. ALL PERSONS DEALING WITH TRUSTSUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF TRUST SUCH ENTITIES 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. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREED: HPT TRS IHG-1, INC. By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ - B-16 - EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTS.

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING TRUSTHRP, 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, AND THE GUARANTOR HEREBY AGREES THAT, THAT THE NAME "HOSPITALITY HEALTH AND REHABILITATION 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 TRUST HRP SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, TRUSTHRP. ALL PERSONS DEALING WITH TRUST, HRP IN ANY WAY, WAY SHALL LOOK ONLY TO THE ASSETS OF TRUST HRP FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. WITNESS the execution hereof under seal as of the date above first writtenwritten above. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREEDGUARANTORS: HPT TRS IHG-1GCI HEALTH CARE CENTERS, INC. By:_________________________ ., a Delaware corporation By:/S/ Evrett Benton Evrett W. Xxxxxx Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ - B-16 - EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2: Exxxxxxxx Xxxx Xxxsident AMS PROPERTIES, INC. ., a Delaware corporation By:/s/ Kevin W. Pendergest Kevin X. Xxxxxxxxxx Its: Xxxxxxxxx Xxxx Xxxsident Agreed and Accepted: HEALTH AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTSREHABILITATION PROPERTIES TRUST, a Maryland real estate investment trust By:/s/ David J. Hegarty David J. Hegarty Its: Treasurer Xxxxxture pxxx xxx Xxxxxxxx, Cross Default and Cross Collateralization Agreement by and among GCI Health Care Centers, Inc. and AMS Properties, Inc. dated as of June 30, 1992.

Nonliability of Trustees. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING TRUSTTHE SECURED PARTIES, 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 THAT, PROVIDE THAT THE NAMES "HRES2 PROPERTIES TRUST," "SPTIHS PROPERTIES TRUST," "SPT-MICHIGAN TRUST" AND THE GUARANTOR HEREBY AGREES THAT, THE NAME "HOSPITALITY 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 TRUST THE SECURED PARTIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OF OR CLAIM AGAINST, TRUSTTHE SECURED PARTIES. ALL PERSONS DEALING WITH TRUSTTHE SECURED PARTIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF TRUST 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. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREEDPLEDGOR: HPT TRS IHG-1FIVE STAR QUALITY CARE, INC., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Xx. By:_________________________ Its:_____________________ HOSPITALITY ----------------------------- Treasurer and Chief Financial Officer SECURED PARTIES: HRES2 PROPERTIES TRUST By:_________________________ : /s/ Xxxxx X. Xxxxxxx ------------------------------ Its:_____________________ HOSPITALITY : President ------------------------- SPTIHS PROPERTIES TRUST By:_________________________ : /s/ Xxxxx X. Xxxxxxx ------------------------------ Its:_____________________ - B-16 - EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTS: President ------------------------- SPT-MICHIGAN TRUST By: /s/ Xxxxx X. Xxxxxxx ------------------------------ Its: President ------------------------- SPTMNR PROPERTIES TRUST By: /s/ Xxxxx X. Xxxxxxx ------------------------------ Its: President ------------------------- Omitted Exhibits The following exhibit to the Pledge of Shares of Beneficial Interest Agreement has been omitted: Exhibit Letter Exhibit Title -------------- --------------

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING 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 THE GUARANTOR HEREBY AGREES THAT, THE NAME "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 TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, TRUST. ALL PERSONS DEALING WITH TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. - 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 By:_________________________ : ---------------------------- Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ : ------------------------ - B-16 - EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTS

Nonliability of Trustees. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING TRUSTTHE SECURED PARTIES, 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 THAT, AND PROVIDE THAT THE GUARANTOR HEREBY AGREES THAT, THE NAME NAMES "HOSPITALITY HRES2 PROPERTIES TRUST," REFERS "SPTIHS PROPERTIES TRUST," AND SPTMNR PROPERTIES TRUST 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 TRUST THE SECURED PARTIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OF OR CLAIM AGAINST, TRUSTTHE SECURED PARTIES. ALL PERSONS DEALING WITH TRUSTTHE SECURED PARTIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF TRUST THE SECURED PARTIES 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. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREEDPLEDGOR: HPT TRS IHG-1FIVE STAR QUALITY CARE, INC. By:_________________________ Its:_____________________ HOSPITALITY : ---------------------------------------- Its (Vice) President SECURED PARTIES: HRES2 PROPERTIES TRUST By:_________________________ : ---------------------------------------- Its:_____________________ HOSPITALITY : ------------------------------------ SPTIHS PROPERTIES TRUST By:_________________________ : ---------------------------------------- Its:_____________________ - B-16 - : ------------------------------------ SPTMNR PROPERTIES TRUST By: ---------------------------------------- Its: ------------------------------------ OMITTED EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTSThe following exhibit to the Form of Pledge of Shares of Beneficial Interest Agreement: Exhibit Letter Exhibit Title A Pledged Shares of Beneficial Interest The Registrant agrees to furnish supplementally a copy of the foregoing omitted exhibit to the Securities and Exchange Commission upon request.

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING TRUSTTHE PARENT, 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 THE GUARANTOR HEREBY AGREES THAT, THAT THE NAME "HOSPITALITY “HRPT 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 TRUST THE PARENT SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, TRUSTTHE PARENT. ALL PERSONS DEALING WITH TRUSTTHE PARENT, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF TRUST THE PARENT FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. IN WITNESS WHEREOF, the execution hereof under seal parties have caused this Amendment to be duly executed as of the date day and year first above first written. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREED: HPT TRS IHG-1, INC. By:_________________________ Its:_____________________ HOSPITALITY HRPT PROPERTIES TRUST By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST : /s/ Xxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President HRP GP, LLC By:_________________________ Its:_____________________ - B-16 - EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2: /s/ Xxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President HALLWOOD REALTY, INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTSBy: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President HWG, LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President HWG REALTY INVESTORS, LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President

Nonliability of Trustees. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING TRUSTCERTAIN OF THE SECURED PARTIES, 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 THAT, AND PROVIDE THAT THE GUARANTOR HEREBY AGREES THAT, THE NAME NAMES "HOSPITALITY 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 TRUST SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, TRUSTSUCH ENTITIES. ALL PERSONS DEALING WITH TRUSTSUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF 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. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREEDPLEDGOR: HPT TRS IHG-1FSQ, 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:_____________________ HOSPITALITY PROPERTIES TRUST : Treasurer --------------------------------- CCC FINANCING LIMITED, L.P., a Delaware limited partnership By:_________________________ : CCC RETIREMENT TRUST, its General Partner By: /s/ Xxxx X. Xxxxxxx -------------------------------------- Its:_____________________ HOSPITALITY PROPERTIES TRUST : Treasurer --------------------------------- CCC INVESTMENTS I, L.L.C., a Delaware limited liability company By:_________________________ : /s/ Xxxx X. Xxxxxxx -------------------------------------- Its:_____________________ - B-16 - EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2: Treasurer --------------------------------- [Signatures continue on following page.] -15- CCC OF KENTUCKY TRUST, INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTSa 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: Exhibit Letter Exhibit Title -------------- --------------

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING TRUSTTHE 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, AND THE GUARANTOR HEREBY AGREES MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE THAT, THE NAME "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 TRUST THE GUARANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, TRUSTTHE GUARANTOR. ALL PERSONS DEALING WITH TRUSTTHE GUARANTOR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF TRUST THE GUARANTOR 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. INTERCONTINENTAL HOTELS GROUP PLC HOSPITALITY PROPERTIES TRUST By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREED: HPT TRS IHG-1, INC. IHG MANAGEMENT (MARYLAND) LLC By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST Intercontinental Hotels (Puerto Rico) Inc. By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:Exhibit R --------- AMENDMENT TO MANAGEMENT AGREEMENT (Attached) AMENDMENT TO MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "Amendment") is made as of _________________________ Its:_____________________ - B-16 - EXHIBIT P --------- , 2005 by and between IHG MANAGEMENT AGREEMENT (See attachedMARYLAND) MANAGEMENT AGREEMENT BY AND BETWEEN LLC, a Maryland limited liability company ("Manager"), and HPT TRS IHG-2, INC. AND IHG MANAGEMENT ., a Maryland corporation (MARYLAND) LLC TABLE OF CONTENTS"Owner").

Nonliability of Trustees. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING TRUSTCERTAIN OF THE SECURED PARTIES, 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 THAT, PROVIDE THAT THE NAMES "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 THE GUARANTOR HEREBY AGREES THAT, THE NAME "HOSPITALITY 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 TRUST SUCH SECURED PARTIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OF OR CLAIM AGAINST, TRUSTSUCH SECURED PARTIES. ALL PERSONS DEALING WITH TRUSTSUCH SECURED PARTIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF TRUST SUCH 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. INTERCONTINENTAL HOTELS GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREED: HPT TRS IHG-1, INC. By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ HOSPITALITY PROPERTIES TRUST By:_________________________ Its:_____________________ - B-16 - EXHIBIT P --------- MANAGEMENT AGREEMENT (See attached) MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, INC. AND IHG MANAGEMENT (MARYLAND) LLC TABLE OF CONTENTS.