THE COMPANY TO ASSIST IT IN MAKING AN ORDERLY
TRANSITION OF THE FUNCTIONS PERFORMED BY THE PROPERTY
MANAGER.
7.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BIND ANY SUCCESSORS OR ASSIGNS OF THE PARTIES HERETO AS HEREIN PROVIDED.
8.
LIABILITY AND INDEMNIFICATION.
(A)
THE COMPANY SHALL INDEMNIFY THE PROPERTY
MANAGER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
(INDIVIDUALLY AN "INDEMNITEE", COLLECTIVELY THE "INDEMNITEES") TO THE SAME
EXTENT AS THE COMPANY MAY INDEMNIFY ITS OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS UNDER ITS ARTICLES OF INCORPORATION AND BYLAWS SO LONG AS:
(I)
THE BOARD OF DIRECTORS OF THE COMPANY
HAS DETERMINED, IN GOOD FAITH, THAT THE COURSE OF CONDUCT THAT CAUSED THE LOSS,
LIABILITY OR EXPENSE WAS IN THE BEST INTERESTS OF THE COMPANY;
(II)
THE INDEMNITEE WAS ACTING ON BEHALF OF, OR
PERFORMING SERVICES FOR, THE COMPANY;
(III)
THE LIABILITY OR LOSS WAS NOT THE RESULT OF
NEGLIGENCE OR MISCONDUCT ON THE PART OF THE INDEMNITEE; AND
(IV)
ANY AMOUNTS PAYABLE TO THE INDEMNITEE ARE PAID
ONLY OUT OF THE COMPANY'S NET ASSETS AND NOT FROM ANY PERSONAL ASSETS OF ANY
STOCKHOLDER.
(B)
THE COMPANY SHALL NOT INDEMNIFY ANY PERSON
OR ENTITY FOR LOSSES, LIABILITIES OR EXPENSES ARISING FROM, OR OUT OF, AN
ALLEGED VIOLATION OF FEDERAL OR STATE SECURITIES LAWS BY ANY PARTY SEEKING
INDEMNITY UNLESS ONE OR MORE OF THE FOLLOWING CONDITIONS ARE MET:
(I)
THERE HAS BEEN A SUCCESSFUL ADJUDICATION
ON THE MERITS OF EACH COUNT INVOLVING ALLEGED SECURITIES LAW VIOLATIONS AS TO
THE PARTICULAR PERSON OR ENTITY;
(II)
THE CLAIMS HAVE BEEN DISMISSED WITH
PREJUDICE ON THE MERITS BY A COURT OF COMPETENT JURISDICTION AS TO THE
PARTICULAR PERSON OR ENTITY; OR
5
(III)
A COURT OF COMPETENT JURISDICTION APPROVES A
SETTLEMENT OF THE CLAIMS AND FINDS THAT INDEMNIFICATION OF THE SETTLEMENT AND
RELATED COSTS SHOULD BE MADE AND THE COURT CONSIDERING THE REQUEST HAS BEEN
ADVISED OF THE POSITION OF THE SECURITIES AND EXCHANGE COMMISSION AND THE
PUBLISHED OPINIONS OF ANY STATE SECURITIES REGULATORY AUTHORITY IN WHICH
SECURITIES OF THE COMPANY WERE OFFERED AND SOLD WITH RESPECT TO THE AVAILABILITY
OR PROPRIETY OF INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS.
(C)
THE COMPANY SHALL ADVANCE AMOUNTS TO
PERSONS ENTITLED TO INDEMNIFICATION HEREUNDER FOR LEGAL AND OTHER EXPENSES AND
COSTS INCURRED AS A RESULT OF ANY LEGAL ACTION FOR WHICH INDEMNIFICATION IS
BEING SOUGHT ONLY IF ALL OF THE FOLLOWING CONDITIONS ARE SATISFIED:
(I)
THE LEGAL ACTION RELATES TO ACTS OR
OMISSIONS WITH RESPECT TO THE PERFORMANCE OF DUTIES OR SERVICES BY THE
INDEMNITEE FOR OR ON BEHALF OF THE COMPANY;
(II)
THE LEGAL ACTION IS INITIATED BY A THIRD
PARTY AND A COURT OF COMPETENT JURISDICTION SPECIFICALLY APPROVES THE
ADVANCEMENT; AND
(III)
THE INDEMNITEE RECEIVING THE ADVANCES
UNDERTAKES TO REPAY ANY MONIES ADVANCED BY THE COMPANY, TOGETHER WITH THE
APPLICABLE LEGAL RATE OF INTEREST THEREON, IN ANY CASE(S) IN WHICH A COURT OF
COMPETENT JURISDICTION FINDS THAT THE PARTY IS NOT ENTITLED TO BE INDEMNIFIED.
9.
NOTICES.
ANY NOTICE, REPORT OR OTHER
COMMUNICATION REQUIRED OR PERMITTED TO BE