Common use of Other Activities of Manager Clause in Contracts

Other Activities of Manager. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as the Manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that the Manager agrees not to provide, without the consent of the Independent Trustees, business management services to any other business which is principally engaged in the business of owning properties which are majority leased or occupied (determined by rentable square footage, excepting common areas) to one or more Governmental Authorities (as defined below) or which are reasonably expected to be majority leased to one or more Governmental Authorities within twelve (12) months of such time (such lessees and occupants hereinafter referred to as “Government Tenants”). For purposes of this Agreement, “Governmental Authorities” means any nation or government, any state or other political subdivision thereof, any federal, state, local or foreign entity or organization exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, agency, department, board, commission or instrumentality of the United States, any state of the United States or any political subdivision thereof, and any tribunal. The Manager shall notify the Company in writing in the event that it does so act as a manager to another business. The Manager shall not present other businesses that it now or in the future manages with opportunities to invest in properties that are majority leased to Government Tenants unless the Independent Trustees have determined that the Company will not invest in the opportunity. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, HRPT, Hospitality Properties Trust, Senior Housing Properties Trust, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other person or entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement; provided, however, the Company further acknowledges and agrees that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 or any such relationship or interest as may arise or be present in the future by and between the Company and the Manager or their respective affiliates or any entity with whom the Manager has a relationship or contract, the Manager will act on its own behalf and/or on behalf of any such entity and not on the Company’s behalf, and the Company shall make its own decisions and require and obtain the advice and assistance of independent third parties at its own cost, as it may deem necessary. Without limiting the foregoing provisions, the Manager agrees, upon the request of any Trustee, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that such disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company. Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may make awards to the employees of the Manager and others under the Company’s 2009 Incentive Share Award Plan or any equity plan adopted by the Company from time to time.

Other Activities of Manager. Nothing herein shall prevent The Managed Entity acknowledges that, notwithstanding that the Managed Entity has engaged and appointed the Manager from engaging in other activities or businesses or from acting as the sole and exclusive manager of the Managed Entity pursuant to Section 2.1, Manager has management and administrative responsibilities and contracts with other persons, companies and entities. The Managed Entity therefore agrees that Manager may provide management and administrative services to any such other person persons and entities which are the same or entity (including other real estate investment trusts) different from the Services provided to the Managed Entity by Manager, even though such person other persons or entity has investment policies and objectives similar to those entities may be competitors of the Company; providedManaged Entity, howeveror operate in the same or similar industries as, operate in the same geographic region as, or pursue the same commodities as, the Managed Entity, provided that such services administered to other third parties does not limit the Manager’s abilities to perform the Services to the Managed Entity. Manager agrees shall not be obligated to provideprovide any information or advice to the Managed Entity respecting resource property prospects and opportunities which come to the attention of Manager, without the consent its Affiliates or their respective personnel, unless such prospects and opportunities: (a) relate to an interest in mineral rights (or investments in, or acquisitions of, persons which directly or indirectly own such an interest in mineral rights, but excluding shareholdings less than five percent (5%) of a person’s aggregate issued share capital) which are located within a ten (10) kilometre radius of the Independent Trusteesexisting mineral rights of the Managed Entity or of any of its subsidiaries in relation to which any significant and relevant Confidential Information has been provided to Manager, business management services to any other business which is principally engaged in the business of owning properties which are majority leased or occupied (determined by rentable square footage, excepting common areas) to one or more Governmental Authorities (as defined below) or which was generated by Manager on behalf of the Managed Entity, in connection with providing the Services; (b) can be demonstrated to have been discovered by Manager primarily as a result of the provision of Services to the Managed Entity; or (c) opportunities that are reasonably expected presented to be majority leased to one Manager by any third party for the express benefit of or more Governmental Authorities within twelve for the specific attention of the Managed Entity, (12) months of such time (such lessees and occupants hereinafter referred to as “Government TenantsProhibited Opportunities”). For purposes The Manager shall promptly notify the Managed Entity of any Prohibited Opportunities obtained or identified by Manager during the term of this Agreement, “Governmental Authorities” means any nation but nothing herein shall be deemed to be Gross Negligence on the part of Manager if some Prohibited Opportunity is overlooked or governmentnot discovered, any state or other political subdivision thereof, any federal, state, local or foreign entity or organization exercising executive, legislative, judicial, regulatory or administrative functions it being the intention of or pertaining this Section 3.5 only to government, including any governmental authority, agency, department, board, commission or instrumentality prevent Manager from misappropriating Prohibited Opportunities. An opportunity which the Managed Entity confirms in writing to Manager that it shall not pursue shall in no event be deemed to be a Prohibited Opportunity. The Managed Entity acknowledges that Manager is expected to be regularly exposed to resource property opportunities in the ordinary course and may receive resource property prospects and opportunities as a consequence of the United Statesservices that it provides to other persons, any state of companies or entities or otherwise. The Managed Entity also acknowledges that Manager may receive unsolicited proposals and opportunities from sources wholly unrelated to the United States Managed Entity or any political subdivision thereof, and any tribunal. The Manager shall notify the Company in writing in the event that it does so act as a manager to another business. The Manager shall not present other businesses that it now or in the future manages with opportunities to invest in properties that are majority leased to Government Tenants unless the Independent Trustees have determined that the Company will not invest in the opportunity. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, HRPT, Hospitality Properties Trust, Senior Housing Properties Trust, Five Star Quality Care, Inc. and TravelCenters of America LLC) Group Entity and that those opportunities (other than Prohibited Opportunities) are as well acknowledged by the Managed Entity to be the sole property of Manager is not required which may retain same for its own benefit or elect to present transfer them to the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person Managed Entity, or any other person, company or entity now or in the future managed by the Manager. In addition, nothing herein shall prevent any shareholder Manager or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other person or entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement; provided, however, the Company further acknowledges and agrees that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 or any such relationship or interest as may arise or be present third party in the future by and between the Company and the Manager or their respective affiliates or any entity with whom the Manager has a relationship or contract, the Manager will act on its own behalf and/or on behalf of any such entity and not on the CompanyManager’s behalf, and the Company shall make its own decisions and require and obtain the advice and assistance of independent third parties at its own cost, as it may deem necessary. Without limiting the foregoing provisions, the Manager agrees, upon the request of any Trustee, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that such disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company. Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may make awards to the employees of the Manager and others under the Company’s 2009 Incentive Share Award Plan or any equity plan adopted by the Company from time to timesole discretion.

Other Activities of Manager. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as the Manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that the Manager agrees not to provide, without the consent of the Independent Trustees, business management services to any other business which is principally engaged in the business of owning properties which are majority leased or occupied (determined by rentable square footage, excepting common areas) to one or more Governmental Authorities (as defined below) or which are reasonably expected to be majority leased to one or more Governmental Authorities within twelve (12) months of such time (such lessees and occupants hereinafter referred to as “Government Tenants”). For purposes of this Agreement, “Governmental Authorities” means any nation or government, any state or other political subdivision thereof, any federal, state, local or foreign entity or organization exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, agency, department, board, commission or instrumentality of the United States, any state of the United States or any political subdivision thereof, and any tribunal. The Manager shall notify the Company in writing in the event that it does so act as a manager to another business. The Manager shall not present other businesses that it now or in the future manages with opportunities to invest in properties that are majority leased to Government Tenants unless the Independent Trustees have determined that the Company will not invest in the opportunity. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, HRPTCWH, Hospitality Properties Trust, Senior Housing Properties Trust, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other person or entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement; provided, however, the Company further acknowledges and agrees that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 17 or any such relationship or interest as may arise or be present in the future by and between the Company and the Manager or their respective affiliates or any entity with whom the Manager has a relationship or contract, the Manager will act on its own behalf and/or on behalf of any such entity and not on the Company’s behalf, and the Company shall make its own decisions and require and obtain the advice and assistance of independent third parties at its own cost, as it may deem necessary. Without limiting the foregoing provisions, the Manager agrees, upon the request of any Trustee, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that such disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company. Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may make awards to the employees of the Manager and others under the Company’s 2009 Incentive Share Award Plan or any equity plan adopted by the Company from time to time.

Other Activities of Manager. Nothing herein shall prevent the Manager from engaging in other activities or businesses or from acting as the Manager to any other person or entity (including other real estate investment trusts) even though such person or entity has investment policies and objectives similar to those of the Company; provided, however, that the Manager agrees not to provide, without the consent of the Independent Trustees, business management services to any other business which is principally engaged in the business of owning properties which are majority leased or occupied (determined by rentable square footage, excepting common areas) to one or more Governmental Authorities (as defined below) or which are reasonably expected to be majority leased to one or more Governmental Authorities within twelve (12) months of such time (such lessees and occupants hereinafter referred to as “Government Tenants”). For purposes of this Agreement, “Governmental Authorities” means any nation or government, any state or other political subdivision thereof, any federal, state, local or foreign entity or organization exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, agency, department, board, commission or instrumentality of the United States, any state of the United States or any political subdivision thereof, and any tribunal. The Manager shall notify the Company in writing in the event that it does so act as a manager to another business. The Manager shall not present other businesses that it now or in the future manages with opportunities to invest in properties that are majority leased to Government Tenants unless the Independent Trustees have determined that the Company will not invest in the opportunity. The Company acknowledges that the Manager manages real estate investment trusts and other entities (including, as of the date of this Agreement, HRPTCWH, Hospitality Properties Trust, Senior Housing Properties Trust, Select Income REIT, Five Star Quality Care, Inc. and TravelCenters of America LLC) and that the Manager is not required to present the Company with opportunities to invest in properties that are primarily of a type that are the investment focus of another person or entity now or in the future managed by the Manager. In addition, nothing herein shall prevent any shareholder or affiliate of the Manager from engaging in any other business or from rendering services of any kind to any other person or entity (including competitive business activities). The Company acknowledges and agrees that the Manager has certain interests that may be divergent from those of the Company, including, without limitation, the Manager provides certain services to Affiliates Insurance Company. The parties agree that these relationships and interests shall not affect either party’s rights and obligations under this Agreement; provided, however, the Company . The parties further acknowledges and agrees agree that whenever any conflicts of interest arise resulting from the relationships and interests described or referred to in this Section 16 17 or any such relationship or interest as may arise or be present in the future by and future, (x) between or among the Company and the Manager or their respective affiliates affiliates, the Manager will act on its own behalf and not on the Company’s behalf or (y) between or among the Company and any entity with whom the Manager has a relationship or contractcontract or their respective affiliates, the Manager will act shall in its sole and absolute discretion, determine on its own which of those parties’ behalf and/or on behalf of it shall act, and without any resulting liability or obligation under this Agreement as a result of, arising from or relating to any such entity and not on the Company’s behalf, and the Company shall make its own decisions and require and obtain the advice and assistance of independent third parties at its own cost, as it may deem necessarydetermination. Without limiting the foregoing provisions, the Manager agrees, upon the request of any Trustee, to disclose certain real estate investment information concerning the Manager or certain of its affiliates; provided, however, that such disclosure shall be required only if it does not constitute a breach of any fiduciary duty or obligation of the Manager and the Company shall be required to keep such information confidential. Directors, officers, employees and agents of the Manager or of its affiliates may serve as Trustees, officers, employees, agents, nominees or signatories of the Company. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company. Such persons shall receive no compensation from the Company for their services to the Company in any such capacities, except that the Company may make awards to the employees of the Manager and others under the Company’s 2009 Incentive Share Award Plan or any equity plan adopted by the Company from time to time.