Common use of Nonliability of Trustees Clause in Contracts

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING THE 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 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 THE GUARANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE GUARANTOR. ALL PERSONS DEALING WITH THE GUARANTOR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF 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 (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 ___________ __, 2005 by and between IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2, INC., a Maryland corporation ("OWNER").

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING THE GUARANTORTRUST, 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 MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE 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 THE GUARANTOR TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE GUARANTORTRUST. ALL PERSONS DEALING WITH THE GUARANTORTRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE GUARANTOR 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: ----------------------------- John G. Murray President AXXXXXXXXXXX XXD AGREED---------------------------- Its: ------------------------ - B-16 - EXHIBIT P MANAGEMENT AGREEMENT BY AND BETWEEN HPT TRS IHG-2, INC. AND 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 ___________ __, 2005 by and between IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2, INC., a Maryland corporation ("OWNER").TABLE OF CONTENTS

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING THE 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 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 THE GUARANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE GUARANTOR. ALL PERSONS DEALING WITH THE GUARANTOR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF 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 :___________________________ Its:_______________________ ACKNOWLEDGED AND AGREED: IHG MANAGEMENT (MARYLAND) LLC By: ------------------------------ Robert J. Chitty Vice President INTERCONTINENTAL HOTELS :_________________________ Its:_____________________ Intercontinental Hotels (PUERTO RXXXPuerto Rico) XXX. Xx: ------------------------------ Robert J. Chitty Vice President XXXXXXX X FIRST Inc. By:_________________________ Its:_____________________ Exhibit R --------- AMENDMENT TO MANAGEMENT AGREEMENT (Attached) AMENDMENT TO MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "AMENDMENTAmendment") is made as of ___________ ______, 2005 by and between IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability company ("MANAGERManager"), and HPT TRS IHG-2, INC., a Maryland corporation ("OWNEROwner").

Nonliability of Trustees. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING THE GUARANTORSECURED 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 MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE 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 THE GUARANTOR SECURED PARTIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OF OR CLAIM AGAINST, THE GUARANTORSECURED PARTIES. ALL PERSONS DEALING WITH THE GUARANTORSECURED PARTIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE GUARANTOR 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. HOSPITALITY PLEDGOR: FIVE STAR QUALITY CARE, INC. By: ---------------------------------------- Its (Vice) President SECURED PARTIES: HRES2 PROPERTIES TRUST By: ----------------------------- John G. Murray President AXXXXXXXXXXX XXD AGREED---------------------------------------- Its: IHG MANAGEMENT (MARYLAND) LLC ------------------------------------ SPTIHS PROPERTIES TRUST By: ------------------------------ Robert J. Chitty Vice President INTERCONTINENTAL HOTELS (PUERTO RXXX) XXX. Xx---------------------------------------- Its: ------------------------------ Robert J. Chitty Vice President XXXXXXX X FIRST AMENDMENT TO MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "AMENDMENT") is made as ------------------------------------ SPTMNR PROPERTIES TRUST By: ---------------------------------------- Its: ------------------------------------ OMITTED EXHIBIT The following exhibit to the Form of ___________ __, 2005 by 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 between IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2, INCExchange Commission upon request., a Maryland corporation ("OWNER").

Nonliability of Trustees. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING CERTAIN OF THE GUARANTORSECURED 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 MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE 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 THE GUARANTOR SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE GUARANTORSUCH ENTITIES. ALL PERSONS DEALING WITH THE GUARANTORSUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE GUARANTOR 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. HOSPITALITY PROPERTIES TRUST ByPLEDGOR: ----------------------------- 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 ___________ __, 2005 by and between IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2FSQ, INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Xx. ------------------------------------- Its: Treasurer and Chief Financial Officer SECURED PARTIES: CCC FINANCING I TRUST, a Maryland corporation ("OWNER")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: Exhibit Letter Exhibit Title -------------- --------------

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING THE GUARANTORTRUST, 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 MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE 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 THE GUARANTOR TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE GUARANTORTRUST. ALL PERSONS DEALING WITH THE GUARANTORTRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE GUARANTOR 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. HOSPITALITY PROPERTIES TRUST By: ----------------------------- 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 GROUP PLC By:___________________________ Its:_______________________ ACKNOWLEDGED AND AGREED: HPT TRS IHG-1, 2005 by and between 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, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2, INC., a Maryland corporation ("OWNER").LLC TABLE OF CONTENTS

Nonliability of Trustees. THE DECLARATION DECLARATIONS OF TRUST ESTABLISHING THE GUARANTORSECURED 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 MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE 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 THE GUARANTOR SECURED PARTIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OF OR CLAIM AGAINST, THE GUARANTORSECURED PARTIES. ALL PERSONS DEALING WITH THE GUARANTORSECURED PARTIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE GUARANTOR 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. HOSPITALITY PROPERTIES TRUST ByPLEDGOR: ----------------------------- 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 ___________ __, 2005 by and between IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2FIVE STAR QUALITY CARE, INC., a Maryland corporation ("OWNER").By: /s/ Xxxxx X. Xxxxxx Xx. ----------------------------- Treasurer and Chief Financial Officer SECURED PARTIES: HRES2 PROPERTIES TRUST By: /s/ Xxxxx X. Xxxxxxx ------------------------------ Its: President ------------------------- SPTIHS PROPERTIES TRUST By: /s/ Xxxxx X. Xxxxxxx ------------------------------ Its: 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 DECLARATIONS OF TRUST ESTABLISHING CERTAIN OF THE GUARANTORSECURED 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 MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE 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 THE GUARANTOR SUCH ENTITIES SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OF OR CLAIM AGAINST, THE GUARANTORSUCH ENTITIES. ALL PERSONS DEALING WITH THE GUARANTORSUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE GUARANTOR 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. HOSPITALITY PROPERTIES TRUST ByPLEDGOR: ----------------------------- 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 ___________ __, 2005 by and between IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2FSQ, INC., a Maryland Delaware corporation By: ---------------------------------------- Its ("OWNER")Vice) President SECURED PARTIES: CCC CORAL OAKS TRUST By: ---------------------------------------- Its: ------------------------------------ CCC FINANCING I TRUST By: ---------------------------------------- Its: ------------------------------------ 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 The 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 THE GUARANTORPARENT, 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 MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE 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 THE GUARANTOR PARENT SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE GUARANTORPARENT. ALL PERSONS DEALING WITH THE GUARANTORPARENT, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE GUARANTOR 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. HOSPITALITY HRPT PROPERTIES TRUST By: ----------------------------- John G. Murray /s/ Xxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President AXXXXXXXXXXX XXD AGREED: IHG MANAGEMENT (MARYLAND) HRP GP, LLC By: ------------------------------ Robert J. Chitty /s/ Xxxx Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President INTERCONTINENTAL HOTELS (PUERTO RXXX) XXX. XxHALLWOOD REALTY, LLC By: ------------------------------ Robert J. Chitty /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President XXXXXXX X FIRST AMENDMENT TO MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "AMENDMENT") is made as of ___________ __HWG, 2005 by and between IHG MANAGEMENT (MARYLAND) LLCLLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President HWG REALTY INVESTORS, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2, INC., a Maryland corporation ("OWNER").LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President

Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING THE GUARANTORHRP, 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 MANAGER AND THE PR TENANT BY THEIR ACCEPTANCE HEREOF AGREE 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 THE GUARANTOR HRP SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE GUARANTORHRP. ALL PERSONS DEALING WITH THE GUARANTOR, HRP IN ANY WAY, WAY SHALL LOOK ONLY TO THE ASSETS OF THE GUARANTOR 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. HOSPITALITY PROPERTIES TRUST ByGUARANTORS: ----------------------------- 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 ___________ __, 2005 by and between IHG MANAGEMENT (MARYLAND) LLC, a Maryland limited liability company ("MANAGER"), and HPT TRS IHG-2GCI HEALTH CARE CENTERS, INC., a Delaware corporation By:/S/ Evrett Benton Evrett W. Xxxxxx Its: 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 REHABILITATION PROPERTIES TRUST, a Maryland corporation ("OWNER")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.