DESCRIBED HEREIN IN GOOD FAITH
AND SHALL NOT BE RESPONSIBLE FOR ANY ACTION OF THE TRUSTEES IN FOLLOWING OR
DECLINING TO FOLLOW ANY ADVICE OR RECOMMENDATION OF THE ADVISOR. THE ADVISOR,
ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES WILL NOT
BE LIABLE TO THE COMPANY, ITS SHAREHOLDERS, OR OTHERS, EXCEPT BY REASON OF ACTS
CONSTITUTING BAD FAITH, WILLFUL OR WANTON MISCONDUCT OR GROSS NEGLIGENCE. THE
COMPANY SHALL REIMBURSE, INDEMNIFY AND HOLD HARMLESS THE ADVISOR, ITS
SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES, AGENTS AND AFFILIATES FOR AND
FROM ANY AND ALL EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS, CHARGES AND
CLAIMS OF ANY NATURE WHATSOEVER IN RESPECT OF OR ARISING FROM ANY ACTS OR
OMISSIONS OF THE ADVISOR UNDERTAKEN IN GOOD FAITH AND IN ACCORDANCE WITH THE
STANDARD SET FORTH ABOVE PURSUANT TO THE AUTHORITY GRANTED TO IT BY THIS
AGREEMENT.
8
14.
OTHER ACTIVITIES OF THE ADVISOR AND ITS STOCKHOLDERS. NOTHING
HEREIN SHALL PREVENT THE ADVISOR FROM ENGAGING IN OTHER ACTIVITIES OR BUSINESSES
OR FROM ACTING AS ADVISOR TO ANY OTHER PERSON (INCLUDING OTHER REAL ESTATE
INVESTMENT TRUSTS) EVEN THOUGH THAT PERSON HAS INVESTMENT POLICIES AND
OBJECTIVES SIMILAR TO THOSE OF THE COMPANY; PROVIDED, HOWEVER, THAT NONE OF THE
ADVISOR, BARRY M. PORTNOY, GERARD M. MARTIN NOR ADAM D. PORTNOY SHALL PROVIDE
ADVISORY SERVICES TO, MAKE COMPETITIVE DIRECT INVESTMENT IN OR, IN THE CASE OF
BARRY M. PORTNOY, GERARD M. MARTIN AND ADAM D. PORTNOY, SERVE AS A DIRECTOR OR
OFFICER OF, ANY OTHER REAL ESTATE INVESTMENT TRUST WHICH IS PRINCIPALLY ENGAGED
IN THE BUSINESS OF OWNERSHIP OF SENIOR APARTMENTS, CONGREGATE COMMUNITIES,
ASSISTED LIVING OR NURSING HOME PROPERTIES WITHOUT THE CONSENT OF A MAJORITY OF
THE INDEPENDENT TRUSTEES. THE ADVISOR SHALL BE FREE FROM ANY OBLIGATION TO
PRESENT TO THE COMPANY ANY PARTICULAR INVESTMENT OPPORTUNITY WHICH COMES TO THE
ADVISOR. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING HEREIN SHALL
PREVENT ANY STOCKHOLDER OR AFFILIATE OF THE ADVISOR FROM ENGAGING IN ANY OTHER
BUSINESS OR FROM RENDERING SERVICES OF ANY KIND TO ANY OTHER CORPORATION,
PARTNERSHIP OR OTHER ENTITY (INCLUDING COMPETITIVE BUSINESS ACTIVITIES). WITHOUT
LIMITING THE FOREGOING PROVISIONS, THE ADVISOR AGREES, UPON THE REQUEST OF ANY
TRUSTEE OF THE COMPANY, TO DISCLOSE CERTAIN INVESTMENT INFORMATION CONCERNING
THE ADVISOR OR CERTAIN OF ITS AFFILIATES, PROVIDED, HOWEVER, THAT THE DISCLOSURE
SHALL BE REQUIRED ONLY IF IT DOES NOT CONSTITUTE A BREACH OF ANY FIDUCIARY DUTY
OR OBLIGATION OF ADVISOR.
Directors, officers, employees and agents of the Advisor or of its Affiliates
may serve as Trustees, officers, employees, agents, nominees or signatories of
the Company. When executing documents or otherwise acting in capacities for the
Company, these persons shall use their respective titles in the Company.
15.
TERM, TERMINATION. THE INITIAL TERM OF THE ORIGINAL AGREEMENT IS
NOW SCHEDULED TO EXPIRE DECEMBER 31, 2006. THE TERM OF THIS AGREEMENT IS
RENEWABLE PERIODICALLY THEREAFTER BY THE COMPANY, IF A MAJORITY OF THE
INDEPENDENT TRUSTEES DETERMINE THAT THE ADVISOR'S PERFORMANCE HAS BEEN
SATISFACTORY.
Paragraph 18 hereof shall govern the rights, liabilities and obligations of the
parties