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Item 6.
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Indemnification
of Directors and Officers.
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Maryland law applicable
to real estate investment trusts (the “Maryland REIT Law”), permits a real estate investment trust (“REIT”),
formed under Maryland law to include in its declaration of trust a provision limiting the liability of its trustees and officers to the
REIT and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit
in money, property or services or (b) active and deliberate dishonesty by the trustee or officer that was established by a final
judgment as being material to the cause of action adjudicated. The Registrant’s declaration of trust contains a provision
which eliminates the liability of the members of the Registrant’s board of trustees (collectively, the “Board of Trustees”
and each, a “Trustee”) and officers to the maximum extent permitted by the Maryland REIT Law.
The
Maryland REIT Law also permits a Maryland REIT to indemnify and advance expenses to its trustees, officers, employees and agents to the
same extent permitted by the Maryland General Corporation Law, (the “MGCL”), for directors and officers of Maryland corporations.
The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or
threatened to be made, a party by reason of their service in those capacities. However, a Maryland corporation is not permitted
to provide this type of indemnification if the following is established:
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the
act or omission of the director or officer 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;
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the
director or officer actually received an improper personal benefit in money, property or
services; or
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in
the case of any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful.
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Under Maryland law, a Maryland corporation may
not indemnify a director or officer in a suit by the corporation or in its right in which the director or officer was adjudged liable
to the corporation or in a suit in which the director or officer was adjudged liable on the basis that a personal benefit was improperly
received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to
indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis
that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or
in its right, or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses.
The MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of the following:
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a
written affirmation by the director or officer of his or her good faith belief that he or
she has met the standard of conduct necessary for indemnification by the corporation; and
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a
written undertaking by him or her, or on his or her behalf, to repay the amount paid or reimbursed
by the corporation if it is ultimately determined that this standard of conduct was not met.
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The Registrant’s
declaration of trust requires the Registrant to indemnify, to the maximum extent permitted by Maryland law in effect from time to time,
any present or former Trustee or officer of the Registrant, and any individual who, while a present or former Trustee or officer of the
Registrant and, at the Registrant’s request, serves or has served as a trustee, director, officer, partner, manager, employee or
agent of another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise,
and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her present or former service
in that capacity. Except with respect to proceedings to enforce rights to indemnification, the Registrant is required to indemnify
a Trustee or officer as described in this paragraph in connection with a proceeding initiated by him or her against the Registrant only
if such proceeding was authorized by the Board of Trustees. Under the Registrant’s declaration of trust, the Registrant is
also required to advance expenses to a Trustee or officer, without a preliminary determination of ultimate entitlement to indemnification
as provided above for a Maryland corporation. The Registrant’s declaration of trust also permits us, with the approval of
the Board of Trustees, to obligate ourselves to indemnify and advance expenses to certain other persons, including, for example, the
Registrant’s manager and its affiliates (including The RMR Group Inc. (“RMR”) and its consolidated subsidiaries)
and any present or former employee, manager or agent of us, our subsidiaries or its manager or our or their affiliates (including RMR).
The Registrant also entered
into indemnification agreements with its directors and officers providing for rights to and procedures for indemnification by the Registrant
to the maximum extent permitted by Maryland law and advancements by the Registrant of certain expenses and costs relating to claims,
suits or proceedings arising from service to the Registrant.
The Registrant currently maintains an insurance
policy on behalf of its directors and officers against any liability asserted against them or which they incur acting in such capacity
or arising out of their status as directors or officers.
The undersigned Registrant hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement;
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for
the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to trustees, directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a trustee, director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such trustee, director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.