Common use of Equity and Debt Offerings Clause in Contracts

Equity and Debt Offerings. No reference to Management Company or to any of its Affiliates will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (herein collectively referred to as the "Prospectus"), issued by Owner or one of its Affiliates, which is designed to interest potential investors or lenders in the Hotel, unless Management Company has previously received a copy of all such references. However, regardless of whether Management Company does or does not so receive a copy of all such references, neither Management Company nor any of its Affiliates will be deemed a sponsor of the offering described in the Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Unless Management Company agrees in advance, the Prospectus will not include: (i) any Proprietary Xxxx; or (ii) except as required by applicable securities laws, the text of this Agreement. Owner shall be entitled, however, to include in the Prospectus an accurate summary of this Agreement. If there are no Legal Requirements pursuant to which such information must be publicly disclosed, appropriate measures shall be taken to ensure that entities or individuals receiving such Prospectus shall acknowledge the confidentiality of such information. Owner shall indemnify, defend and hold Management Company and its Affiliates (and their respective directors, officers, shareholders, employees and agents) harmless from and against all loss, costs, liability and damage (including attorneys' fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein.

Equity and Debt Offerings. No reference to Management Company Operator or to any of its Affiliates will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (herein collectively referred to as the "Prospectus"), issued by Owner or one of its Affiliates, which is designed to interest potential investors or lenders in the HotelRetirement Community, unless Management Company Operator has previously received a copy of all such references. However, regardless of whether Management Company Operator does or does not so receive a copy of all such references, neither Management Company Operator nor any of its Affiliates will be deemed a sponsor of the offering described in the any such Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Unless Management Company Operator agrees in advance, the Prospectus will not include: (i) any Proprietary Marks (provided that the Prospectus may identify the name of the Retirement Community even if such name is a Proprietary Xxxx); or (ii) except as required by applicable securities laws, the text of this Agreement. Owner shall be entitled, however, to include in the such Prospectus an accurate summary of this Agreement. If there are no Legal Requirements pursuant to which such information must be publicly disclosed, appropriate measures shall be taken to ensure that entities or individuals receiving such Prospectus shall acknowledge the confidentiality of such information. Owner shall indemnify, defend and hold Management Company Operator and its Affiliates (and their respective directors, officers, shareholders, employees and agents) harmless from and against all loss, costs, liability and damage (including attorneys' fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein.

Equity and Debt Offerings. No reference to Management Company Operator or to any of its Affiliates will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (herein collectively referred to as the "Prospectus"), issued by Owner or one of its Affiliates, which is designed to interest potential investors or lenders in the HotelRetirement Community, unless Management Company Operator has previously received a copy of all such references. However, regardless of whether Management Company Operator does or does not so receive a copy of all such references, neither Management Company Operator nor any of its Affiliates will be deemed a sponsor of the offering described in the any such Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Unless Management Company Operator agrees in advance, the Prospectus will not include: (i) any Proprietary Marks (provided that the Prospectus may identify the name of the Retirement Community even if such name is a Proprietary Xxxx); or (ii) except as required by applicable securities laws, the text of this Agreement. Owner shall be entitled, however, to include in the such Prospectus an accurate summary of this Agreement. If there are no Legal Requirements pursuant to which such information must be publicly disclosed, appropriate measures shall be taken to ensure that entities or individuals receiving such Prospectus shall acknowledge the confidentiality of such information. Owner shall indemnify, defend and hold Management Company Operator and its Affiliates (and their respective directors, officers, shareholders, employees and agents) harmless from and against all loss, costs, liability and damage (including attorneys' fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein.. -------------------------------------------------------------------------------- OPERATING AGREEMENT PAGE 71