Exhibit 10.8


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is made and entered March 10, 2004 (the “Effective
Date”), by and between Hospitality Properties Trust, a Maryland real estate
investment trust (the “Company”), and John G. Murray (“Indemnitee”).


 


WHEREAS Indemnitee
currently serves as an officer of the Company and may, in connection therewith,
be subjected to claims, suits or proceedings arising from such service; and


 


WHEREAS, as an inducement
to Indemnitee to continue to serve as such officer, the Company has agreed to
indemnify and to advance expenses and costs incurred by Indemnitee in
connection with any such claims, suits or proceedings, to the fullest extent
permitted by law as hereinafter provided; and


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company
and Indemnitee do hereby covenant and agree as follows:


 


Section 1.               Definitions. For purposes
of this Agreement:


 


(a)           “Change in Control” means a change in
control of the Company occurring after the Effective Date of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar schedule
or form) promulgated under the Securities Exchange Act of 1934, as amended (the
“Act”), whether or not the Company is then subject to such reporting
requirement; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred if after the Effective Date (i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Act), directly or indirectly, of securities of the Company representing 10%
or more of the combined voting power in the election of trustees of the Company’s
then outstanding securities without the prior approval of at least two-thirds
of the members of the Board of Trustees in office immediately prior to such
person attaining such percentage interest; (ii) there occurs a proxy
contest, or the Company is a party to a merger, consolidation, sale of assets,
plan of liquidation or other reorganization not approved by at least two-thirds
of the members of the Board of Trustees then in office, as a consequence of which
members of the Board of Trustees in office immediately prior to such
transaction or event constitute less than a majority of the Board of Trustees
thereafter; or (iii) during any period of two consecutive years, other
than as a result of an event described in clause (a)(ii) of this Section 1,
individuals who at the beginning of such period constituted the Board of
Trustees (including for this purpose any new trustee whose election or
nomination for election by the Company’s shareholders was approved by a vote of
at least two-thirds of the trustees then still in office


 


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who were trustees at the
beginning of such period) cease for any reason to constitute at least a
majority of the Board of Trustees.


 


(b)           “Corporate Status” means the status
of a person who is or was a director, trustee, officer or agent of the Company.


 


(c)           “Disinterested Trustee” means a
trustee of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


 


(d)           “Expenses” means all expenses,
including, but not limited to, all reasonable attorneys’ fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.


 


(e)           “Independent Counsel” means a law
firm, or a member of a law firm, that is retained by Indemnitee and is not
serving as counsel to the Company.


 


(f)            “Proceeding” means any threatened,
pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other proceeding,
whether civil, criminal, administrative or investigative (including on appeal),
except one initiated by an Indemnitee pursuant to Section 9.


 


Section 2.               Indemnification - General.
The Company shall indemnify, and advance Expenses to, Indemnitee (a) as
provided in this Agreement and (b) otherwise to the fullest extent
permitted by Maryland law in effect on the date hereof and as amended from time
to time; provided, however, that no change in Maryland law shall
have the effect of reducing the benefits available to Indemnitee hereunder
based on Maryland law as in effect on the date hereof. The rights of Indemnitee
provided in this Section 2 shall include, without limitation, the
rights set forth in the other sections of this Agreement, including any
additional indemnification permitted by Section 2-418(g) of the
Maryland General Corporation Law (“MGCL”), as applicable to a Maryland real
estate investment trust by virtue of Section 8-301(15) of the Maryland
REIT Law.


 


Section 3.               Proceedings Other Than
Proceedings by or in the Right of the Company. Indemnitee shall be entitled
to the rights of indemnification provided in this Section 3 if, by
reason of his Corporate Status, he is, or is threatened to be, made a party to
any threatened, pending, or completed Proceeding, other than a Proceeding by or
in the right of the Company. Pursuant to this Section 3, Indemnitee
shall be indemnified against all judgments, penalties, fines and amounts paid
in settlement and all Expenses incurred by him or on his behalf in connection
with a Proceeding by reason of Indemnitee’s Corporate Status unless it is
established that (i) the act or omission of Indemnitee was material to the
matter giving rise to the Proceeding and (a) was committed in bad faith or
(b) was the result of active and deliberate dishonesty, (ii) Indemnitee
actually received an improper personal benefit in money, property or services,
or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable
cause to believe that his conduct was unlawful.


 


Section 4.               Proceedings by or in the Right
of the Company. Indemnitee shall be entitled to the rights of
indemnification provided in this Section 4 if, by reason of his
Corporate Status, he is, or is threatened to be, made a party to any
threatened, pending or completed Proceeding brought by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 4,
Indemnitee shall be indemnified against all amounts paid in settlement and all
Expenses incurred by him or on his behalf in connection with such Proceeding
unless it is established that (i) the act or omission of Indemnitee was
material to the matter giving rise to such a Proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty or (ii) Indemnitee actually received an improper personal
benefit in money, property or services.


 


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Section 5.               Indemnification for Expenses
of a Party Who is Partly Successful. Without limitation on Section 3
and Section 4, if Indemnitee is not wholly successful in any
Proceeding covered by this Agreement, but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in
such Proceeding, the Company shall indemnify Indemnitee under this Section 5
for all Expenses incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter, allocated on a reasonable and
proportionate basis. For purposes of this Section and without limitation,
the termination of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.


 


Section 6.               Advance of Expenses. The
Company shall advance all Expenses incurred by or on behalf of Indemnitee in
connection with any Proceeding to which Indemnitee is, or is threatened to be,
made a party or a witness, within ten days after the receipt by the Company of
a statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by a
written affirmation by Indemnitee of Indemnitee’s good faith belief that the
standard of conduct necessary for indemnification by the Company as authorized
by law and by this Agreement has been met and a written undertaking by or on
behalf of Indemnitee, in substantially the form attached hereto as Exhibit A
or in such form as may be required under applicable law as in effect at the
time of the execution thereof, to reimburse the portion of any Expenses
advanced to Indemnitee relating to claims, issues or matters in the Proceeding
as to which it shall ultimately be established that the standard of conduct has
not been met and which have not been successfully resolved as described in Section 5.
To the extent that Expenses advanced to Indemnitee do not relate to a specific
claim, issue or matter in the Proceeding, such Expenses shall be allocated on a
reasonable and proportionate basis. The undertaking required by this Section 6
shall be an unlimited general obligation by or on behalf of Indemnitee and
shall be accepted without reference to Indemnitee’s financial ability to repay
such advanced Expenses and without any requirement to post security therefor.


 


Section 7.               Procedure for Determination of
Entitlement to Indemnification.


 


(a)           To obtain indemnification under this
Agreement, Indemnitee shall submit to the Company a written request, including
such documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board of Trustees in
writing that Indemnitee has requested indemnification.


 


(b)           Upon written request by Indemnitee
for indemnification pursuant to the first sentence of Section 7(a) hereof,
a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall promptly be made in the specific case: (i) if a
Change in Control shall have occurred, by Independent Counsel in a written
opinion to the Board of Trustees, a copy of which shall be delivered to
Indemnitee; or (ii) if a Change of Control shall not have occurred or if
after a Change of Control Indemnitee shall so request, (A) by the Board of
Trustees (or a duly authorized committee thereof) by a majority vote of a
quorum consisting of Disinterested Trustees (as herein defined), or (B) if
a quorum of the Board of Trustees consisting of Disinterested Trustees is not
obtainable or, even if obtainable, such quorum of Disinterested Trustees so
directs, by Independent Counsel in a written opinion to the Board of Trustees,
a copy of which shall be delivered to Indemnitee, or (C) if so directed by
a majority of the members of the Board of Trustees, by the shareholders of the
Company; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten days after such
determination. Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
Expenses incurred by Indemnitee in so cooperating with the person, persons or
entity making such determination shall be borne by the Company (irrespective of
the determination as to Indemnitee’s entitlement to indemnification) and the
Company shall indemnify and hold Indemnitee harmless therefrom.


 


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Section 8.               Presumptions and Effect of
Certain Proceedings.


 


(a)           In making a determination with
respect to entitlement to indemnification hereunder, the person or persons or
entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 7(a) of this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making of any determination contrary to that
presumption.


 


(b)           The termination of any Proceeding by
judgment, order, settlement, conviction, a plea of nolo contendere or
its equivalent, or an entry of an order of probation prior to judgment, does
not create a presumption that Indemnitee did not meet the requisite standard of
conduct described herein for indemnification.


 


Section 9.               Remedies of Indemnitee.


 


(a)           If (i) a determination is made
pursuant to Section 7 that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advance of Expenses is not
timely made pursuant to Section 6, (iii) no determination of
entitlement to indemnification shall have been made pursuant to Section 7(b) within
30 days after receipt by the Company of the request for indemnification, (iv) payment
of indemnification is not made pursuant to Section 5 within ten
days after receipt by the Company of a written request therefor, or (v) payment
of indemnification is not made within ten days after a determination has been
made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication in an appropriate court of the State of Maryland,
or in any other court of competent jurisdiction, of his entitlement to such
indemnification or advance of Expenses. Alternatively, Indemnitee, at his
option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within 180 days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 9(a);
provided, however, that the foregoing clause shall not apply in
respect of a proceeding brought by Indemnitee to enforce his rights under Section 5.


 


(b)           In any judicial proceeding or
arbitration commenced pursuant to this Section 9, the Company shall
have the burden of proving that Indemnitee is not entitled to indemnification
or advance of Expenses, as the case may be.


 


(c)           If a determination shall have been
made pursuant to Section 7(b) that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 9,
absent a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification.


 


(d)           In the event that Indemnitee,
pursuant to this Section 9, seeks a judicial adjudication of or an
award in arbitration to enforce his rights under, or to recover damages for
breach of, this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company for, any and all Expenses
incurred by him in such judicial adjudication or arbitration. If it shall be
determined in such judicial adjudication or arbitration that Indemnitee is
entitled to receive part but not all of the indemnification or advance of
Expenses sought, the Expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be appropriately prorated.


 


Section 10.             Defense of the Underlying
Proceeding.


 


(a)           Indemnitee shall notify the Company
promptly upon being served with or receiving any summons, citation, subpoena,
complaint, indictment, information, notice, request or other document relating
to any Proceeding which may result in the right to indemnification or the
advance of Expenses hereunder; provided, however, that the
failure to give any such notice shall not disqualify Indemnitee from


 


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the right, or otherwise
affect in any manner any right of Indemnitee, to indemnification or the advance
of Expenses under this Agreement unless the Company’s ability to defend in such
Proceeding or to obtain proceeds under any insurance policy is materially and
adversely prejudiced thereby, and then only to the extent the Company is
thereby actually so prejudiced.


 


(b)           Subject to the provisions of the last
sentence of this Section 10(b) and of Section 10(c) below,
the Company shall have the right to defend Indemnitee in any Proceeding which
may give rise to indemnification hereunder; provided, however,
that the Company shall notify Indemnitee of any such decision to defend within
15 calendar days following receipt of notice of any such Proceeding under Section 10(a) above.
The Company shall not, without the prior written consent of Indemnitee, which
shall not be unreasonably withheld or delayed, consent to the entry of any
judgment against Indemnitee or enter into any settlement or compromise which (i) includes
an admission of fault of Indemnitee or (ii) does not include, as an
unconditional term thereof, the full release of Indemnitee from all liability
in respect of such Proceeding, which release shall be in form and substance
reasonably satisfactory to Indemnitee. This Section 10(b) shall
not apply to a Proceeding brought by Indemnitee under Section 9
above or Section 14.


 


(c)           Notwithstanding the provisions of Section 10(b),
if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s
Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion
of counsel approved by the Company, which approval shall not be unreasonably
withheld, that he may have separate defenses or counterclaims to assert with
respect to any issue which may not be consistent with other defendants in such
Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of
counsel approved by the Company, which approval shall not be unreasonably
withheld, that an actual or apparent conflict of interest or potential conflict
of interest exists between Indemnitee and the Company, or (iii) the
Company fails to assume the defense of such Proceeding in a timely manner,
Indemnitee shall be entitled to be represented by separate legal counsel of
Indemnitee’s choice, subject to the prior approval of the Company, which shall
not be unreasonably withheld, at the expense of the Company. In addition, if
the Company fails to comply with any of its obligations under this Agreement or
in the event that the Company or any other person takes any action to declare
this Agreement void or unenforceable, or institutes any Proceeding to deny or
to recover from Indemnitee the benefits intended to be provided to Indemnitee
hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which shall not be
unreasonably withheld, at the expense of the Company (subject to Section 9(d)),
to represent Indemnitee in connection with any such matter.


 


Section 11.             Non-Exclusivity; Survival of
Rights.


 


(a)           The rights of indemnification and advance
of Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable
law, the Declaration of Trust or Bylaws of the Company, any agreement or a
resolution of the shareholders entitled to vote generally in the election of
trustees or of the Board of Trustees, or otherwise. No amendment, alteration or
repeal of this Agreement or of any provision hereof shall limit or restrict any
right of Indemnitee under this Agreement in respect of any action taken or
omitted by such Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal.


 


(b)           In the event of any payment under
this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee, who shall execute all papers
required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


 


(c)           The Company shall not be liable under
this Agreement to make any payment of amounts otherwise indemnifiable hereunder
if and to the extent that Indemnitee has otherwise actually received such
payment under any insurance policy, contract, agreement or otherwise.


 


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Section 12.             Duration of Agreement; Binding
Effect.


 


(a)           This Agreement shall continue until
and terminate ten years after the date that Indemnitee shall have ceased to
serve as a director, trustee, officer, employee, or agent of the Company or of
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise which Indemnitee served at the request of the Company; provided,
however, that the rights of Indemnitee hereunder shall continue until
the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnification or advance of Expenses
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 9
relating thereto.


 


(b)           The indemnification and advance of
Expenses provided by, or granted pursuant to, this Agreement shall be binding
upon and be enforceable by the parties hereto and their respective successors
and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or
assets of the Company), shall continue as to an Indemnitee who has ceased to be
a director, trustee, officer, employee or agent of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the written request of the
Company, and shall inure to the benefit of Indemnitee and his or her spouse,
assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


(c)           The Company shall require and cause
any successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all, substantially all or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.


 


Section 13.             Severability. If any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (b) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any section
of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


 


Section 14.             Limitation and Exception to
Right of Indemnification or Advance of Expenses. Notwithstanding any other
provision of this Agreement, (a) any indemnification or advance of
Expenses to which Indemnitee is otherwise entitled under the terms of this
Agreement shall be made only to the extent such indemnification or advance of
Expenses does not conflict with applicable Maryland law and (b) Indemnitee
shall not be entitled to indemnification or advance of Expenses under this
Agreement with respect to any Proceeding brought by Indemnitee, unless (i) the
Proceeding is brought to enforce indemnification under this Agreement or
otherwise or (ii) the Company’s Bylaws, as amended, the Declaration of
Trust, a resolution of the shareholders entitled to vote generally in the
election of trustees or of the Board of Trustees or an agreement approved by
the Board of Trustees to which the Company is a party expressly provide
otherwise.


 


Section 15.             Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement. One such counterpart signed by the party against
whom enforceability is sought shall be sufficient to evidence the existence of
this Agreement.


 


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Section 16.             Headings. The headings of
the paragraphs of this Agreement are inserted for convenience only and shall
not be deemed to constitute part of this Agreement or to affect the
construction thereof.


 


Section 17.             Modification and Waiver. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.


 


Section 18.             Notices. Any notice, report
or other communication required or permitted to be given hereunder shall be in
writing unless some other method of giving such notice, report or other
communication is accepted by the party to whom it is given, and shall be given
by being delivered at the following addresses to the parties hereto:


 


(a)           If to Indemnitee, to: The address set
forth on the signature page hereto.


 


(b)           If to the Company to:


 


Hospitality Properties
Trust


400 Centre Street


Newton, Massachusetts
02458


Attn: Secretary


 


or to such other address
as may have been furnished to Indemnitee by the Company or to the Company by
Indemnitee, as the case may be.


 


Section 19.             Governing Law. The parties
agree that this Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Maryland, without regard to its
conflicts of laws rules.


 


[SIGNATURE PAGE
FOLLOWS]


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the day and year first above
written.


 


	
  ATTEST:

  	
  HOSPITALITY PROPERTIES
  TRUST

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/Jennifer B. Clark 

  	
   

  	
  By:

  	
  /s/Mark L. Kleifges

  	
  (SEAL) 

  
	
   

  	
   

  	
  Name: Mark L. Kleifges

  	
   

  
	
   

  	
   

  	
  Title: Treasurer and
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS: 

  	
   

  	
  INDEMNITEE 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/Elizabeth
  A. Tober 

  	
   

  	
  /s/John G. Murray

  	
   

  
	
   

  	
  Name: John G. Murray

  	
   

  
	
   

  	
  Address: [Address
  Omitted]

  	
   

  
					



 


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EXHIBIT
A


 


FORM OF
UNDERTAKING TO REPAY EXPENSES ADVANCED


 


The Board of Trustees of
Hospitality Properties Trust


 


Re: Undertaking to Repay
Expenses Advanced


 


Ladies and Gentlemen:


 


This undertaking is being
provided pursuant to that certain Indemnification Agreement dated                                     ,
2004, by and between Hospitality Properties Trust (the “Company”) and the
undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I
am entitled to advance of expenses in connection with [Description of Proceeding] (the “Proceeding”).


 


Terms used herein and not
otherwise defined shall have the meanings specified in the Indemnification
Agreement.


 


I am subject to the
Proceeding by reason of my Corporate Status or by reason of alleged actions or
omissions by me in such capacity. I hereby affirm that at all times, insofar as
I was involved as [a trustee] [an officer] of
the Company, in any of the facts or events giving rise to the Proceeding, I (1) acted
in good faith and honestly, (2) did not receive any improper personal
benefit in money, property or services and (3) in the case of any criminal
proceeding, had no reasonable cause to believe that any act or omission by me
was unlawful.


 


In consideration of the
advance of expenses by the Company for reasonable attorney’s fees and related
expenses incurred by me in connection with the Proceeding (the “Advanced
Expenses”), I hereby agree that if, in connection with the Proceeding, it is
established that (1) an act or omission by me was material to the matter
giving rise to the Proceeding and (a) was committed in bad faith or (b) was
the result of active and deliberate dishonesty or (2) I actually received
an improper personal benefit in money, property or services or (3) in the
case of any criminal proceeding, I had reasonable cause to believe that the act
or omission was unlawful, then I shall promptly reimburse the portion of the
Advanced Expenses relating to the claims, issues or matters in the Proceeding
as to which the foregoing findings have been established and which have not
been successfully resolved as described in Section 5 of the
Indemnification Agreement. To the extent that Advanced Expenses do not relate
to a specific claim, issue or matter in the Proceeding, I agree that such
Expenses shall be allocated on a reasonable and proportionate basis.


 


IN WITNESS WHEREOF, I
have executed this Affirmation and Undertaking on this         
day                               ,
200    .


 


 


WITNESS:


 


	
   

  	
   

  	
   

  	
  (SEAL)

  



 


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Schedule
to Exhibit 10.8


 


The following current and
former trustees and executive officers are parties to Indemnification
Agreements with the Company which are substantially identical in all material
respects to the representative Indemnification Agreement filed herewith and are
dated as of the respective dates listed below. The other Indemnification
Agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.


 


	
  Name of Signatory

  	
   

  	
  Date

  	
   

  
	
  Frank J. Bailey

  	
   

  	
  March 10, 2004

  	
   

  
	
  Ethan S.
  Bornstein

  	
   

  	
  March 10, 2004

  	
   

  
	
  Bruce M. Gans

  	
   

  	
  February 6, 2009

  	
   

  
	
  John L.
  Harrington

  	
   

  	
  March 10, 2004

  	
   

  
	
  Mark L. Kleifges

  	
   

  	
  March 10, 2004

  	
   

  
	
  William A.
  Lamkin

  	
   

  	
  January 11, 2007

  	
   

  
	
  John G. Murray

  	
   

  	
  March 10, 2004

  	
   

  
	
  Adam D. Portnoy

  	
   

  	
  January 11, 2007

  	
   

  
	
  Barry M. Portnoy

  	
   

  	
  March 10, 2004

  	
   

  
	
  William J. Sheehan

  	
   

  	
  May 7, 2004

  	
   

  



 


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