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