Common use of Directors’ and Officers’ Indemnification and Insurance Clause in Contracts

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentFor six (6) years after the Effective Time, REIT Merger Sub Parent shall, and Partnership Merger Sub agree that shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all rights to exculpation, respects the obligations of the Company and its Subsidiaries under any and all indemnification and advancement of expenses for acts or omissions occurring at or agreements in effect immediately prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Appointment Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in between the Company Charter or Company Bylaws any of its Subsidiaries and any of their respective current or each of the Company Subsidiaries’ respective articles former directors and officers and any person who becomes a director or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officer of the Company or any of its Subsidiaries prior to the Company Subsidiaries or other applicable contract as in effect on Appointment Time (the date “Indemnified Parties”). In addition, for a period of this Agreement shall survive six (6) years following the Mergers and shall continue in full force and effect in accordance with their terms. Effective Time, Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend cause the certificate of incorporation and hold harmless, bylaws (and advance expenses to, Indemnitees other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to all acts indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the certificate of incorporation and bylaws (or omissions by them in their capacities as such at any time other similar organizational documents) of the Company and its Subsidiaries immediately prior to the REIT Merger Effective Appointment Time, to the fullest extent required by: and during such six (x6) the Company Charter or Company Bylawsyear period, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiariessuch provisions shall not be amended, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law and (ii) and honor and fulfill the obligations of the Company under any Indemniteesindemnification agreements in effect as of the date hereof between the Company and any Indemnified Party; provided, however, that in the event any claim or claims are asserted or made within such period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentThe indemnification, REIT Merger Sub advancement and Partnership Merger Sub agree that all rights to exculpationexculpation provisions of the indemnification agreements by and between the Company and its directors and officers, indemnification and advancement of expenses for acts or omissions occurring as in effect at or prior to the REIT Merger Effective Time, whether asserted shall survive the Merger and shall not be amended, repealed or claimed prior to, at or after otherwise modified for a period of six (6) years from the REIT Merger Effective Time (including in any matters arising in connection with manner that would adversely affect the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each rights thereunder of the Company Subsidiaries’ respective articles current or certificates of incorporation former directors or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officers of the Company or any of its Subsidiaries. The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Group Companies under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries or other applicable contract as in effect on the date of this Agreement Agreement, and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any Indemnified Party. The memorandum and articles of association of the Surviving Company shall contain provisions no less favorable to the intended beneficiaries with respect to exculpation and indemnification of liability and advancement of expenses than are set forth in the memorandum and articles of association of the Company as in effect on the date hereof, and Parent shall cause such provisions not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by Law. From and after the Effective Time, any agreement of any Indemnified Party with the Company or any of its Subsidiaries regarding exculpation or indemnification of liability or advancement of expenses shall be assumed by the Surviving Company, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their its terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree Holdco agrees that all rights to exculpationindemnification, indemnification and advancement of expenses or exculpation (including all limitations on personal liability) existing as of the date of this Agreement in favour of each present and former director, officer or employee of Xxxxxx or any of its Subsidiaries provided for acts in their respective Organisational Documents or in any agreement to which Xxxxxx or any of its Subsidiaries is a party in respect of actions or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters actions or omissions occurring at or prior to the Effective Time arising in connection with out of the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers consummation of the Scheme and shall continue in full force and effect in accordance with their terms. Parent and For a period of six (6) years after the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, Holdco shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organisational Documents of Xxxxxx and its Subsidiaries or in any agreement to the fullest extent required by: (x) the Company Charter which Xxxxxx or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company its Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, is a party and (ii) shall not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesindividuals who at any time prior to the Effective Time were directors, officers or employees of Xxxxxx or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement); provided, however, that in the event any claim, action, suit proceeding or investigation is pending, asserted or made either prior to the Effective Time or within such six year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(a) in respect thereof shall continue until disposition thereof. From and after the Effective Time, Holdco shall assume, be jointly and severally liable for, and honour and guaranty, and shall cause Xxxxxx and its Subsidiaries to honour, in accordance with their respective terms, each of the covenants contained in this Clause 7.3 without limit as to time.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpationindemnification, indemnification and advancement of expenses for acts and exculpation by the Company or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), its Subsidiaries now existing in favor of Indemnitees each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time an officer or director of the Company or its Subsidiaries (each an “Indemnified Party”) as provided in the Company Charter or Articles and Company Bylaws or each similar governing documents of the Company Company’s Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or , in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date of this Agreement and disclosed in Section 6.2(a) of the Company Disclosure Schedule (the “Indemnification Contracts”) for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the Merger) shall be honored by the Surviving Corporation and its Subsidiaries and shall survive the Mergers Merger and shall continue remain in full force and effect in accordance with their terms. Parent shall, and the Surviving Entity shall (and Parent shall cause the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend honor and hold harmless, and advance expenses to, Indemnitees with respect to fulfill in all acts or omissions by them in their capacities as such at any time prior to respects the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any obligations of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) and its Subsidiaries under any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any IndemniteesIndemnification Contracts.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement, including the Merger), now existing in favor of the Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable such equivalent organizational or governing documents) or in documents of any indemnification agreement of the Company or the Company Company’s Subsidiaries or other applicable contract as in effect on the date of this Agreement Agreement) or in any Contract between such Indemnitee and the Company or any of its Subsidiaries (in each case as in effect on the date of this Agreement) shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. From and after the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to (x) all acts or omissions by them in their capacities as such at any time at or prior to the REIT Merger Effective TimeTime or (y) any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to the Merger, this Agreement and any transactions contemplated hereby, in either case, to the fullest extent required by: permitted by (xi) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable such equivalent organizational or governing documents) documents of any of the Company’s Subsidiaries as in effect on the date of this Agreement), (ii) any indemnification agreement of the Company Subsidiaries, in each case, or its Subsidiaries or other applicable Contract as in effect on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnitees or (yiii) any indemnification agreement applicable Law. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Company or Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Company Subsidiaries or other applicable contract Indemnitees than those set forth in the Charter and Bylaws and the Company’s Subsidiaries’ organizational documents as in effect on of the date of this Agreement, or (z) applicable Lawwhich provisions thereafter shall not be amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers, managers, or employees, as the case may be, of the Company, its Subsidiaries or the Company’s Affiliates, including but not limited to officers and employees of the Company’s investment advisor, Oak Hill Advisors, L.P. (collectively, the “D&O Indemnified Parties”) as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ their respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract documents as in effect on the date of this Agreement or in any Contract disclosed or made available to Parent prior to the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their termseffect. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to the D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent permitted by Applicable Law as required by: (x) by the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this Agreement; provided, however, that all rights to indemnification in respect of any action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. Parent shall cause the Surviving Corporation’s (yand any of its successors’) any indemnification agreement articles of the Company or the Company Subsidiaries incorporation, bylaws or other applicable contract organizational documents to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability with respect to the D&O Indemnified Parties and the period prior to the Effective Time that are no less favorable to the D&O Indemnified Parties than those set forth in the Company’s organizational documents as in effect on of the date of this Agreement, or (z) applicable Lawwhich provisions thereafter shall not be amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries (the “ Indemnified Parties”) as provided in the Company Charter or Certificate, the Company Bylaws (or each equivalent organizational documents of the Company Subsidiaries’ respective articles or certificates any of incorporation its Subsidiaries or bylaws (or comparable organizational or governing documentsAffiliates) or in any indemnification agreement of the (a “ Company or the Company Subsidiaries or other applicable contract Indemnity Agreement”), each as in effect on the date of this Agreement Agreement, shall survive the Mergers Offer and the Merger and shall continue in full force and effect in accordance with their terms. The Company has made available to Parent true and complete copies of all Company Indemnity Agreements. Parent and the Company shall, from and after the Acceptance Time, and, if after the Effective Time, the Surviving Entity shall (and Parent shall cause the Company or the Surviving Entity and any applicable Parent Subsidiaries Entity, as applicable, to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required provided by: (xi) the Company Charter or Certificate, the Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable equivalent organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or any of its Subsidiaries or affiliates) as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, ; and (ii) not amend, repeal or otherwise modify any Company Indemnity Agreement between any such provisions referenced in subsections (i)(x) Indemnified Party on the one hand and (i)(y) above in the Company or any manner that would adversely affect of its Subsidiaries on the rights thereunder of any Indemniteesother hand.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub The Acquiring Parties and Partnership Merger Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the “D&O Indemnified Parties”), as the case may be, in each case, as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement documents of the Company or its Subsidiaries or any indemnification or similar agreements in effect as of the date hereof that have been made available to the Acquiring Parties or that are in substantially the form included in the Company Subsidiaries SEC Documents filed with or other applicable contract as in effect furnished to the SEC by the Company on or after the Spin Date and prior to the date of this Agreement Agreement, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. Parent terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and the Surviving Entity SSW shall (and Parent shall cause the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnifyto perform such obligations thereunder. SSW shall cause the certificate of incorporation, defend bylaws or other organizational documents of the Surviving Corporation and hold harmless, and advance expenses to, Indemnitees its Subsidiaries to contain provisions with respect to all acts exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or omissions by them in their capacities as such at any time prior comparable) liability that are no less favorable to the REIT Merger D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as of the Closing Date, which provisions thereafter shall not, for a period of at least six (6) years from the Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylawsbe amended, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties, except as required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries (the “ Indemnified Parties ”) as provided in the Company Charter or Certificate, the Company Bylaws (or each equivalent organizational documents of the Company Subsidiaries’ respective articles or certificates any of incorporation its Subsidiaries or bylaws (or comparable organizational or governing documentsAffiliates) or in any indemnification agreement of the (a “ Company or the Company Subsidiaries or other applicable contract Indemnity Agreement”), each as in effect on the date of this Agreement Agreement, shall survive the Mergers Offer and the Merger and shall continue in full force and effect in accordance with their terms. The Company has made available to Parent true and complete copies of all Company Indemnity Agreements. Parent and the Company shall, from and after the Acceptance Time, and, if after the Effective Time, the Surviving Entity shall (and Parent shall cause the Company or the Surviving Entity and any applicable Parent Subsidiaries Entity, as applicable, to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required provided by: (xi) the Company Charter or Certificate, the Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable equivalent organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or any of its Subsidiaries or affiliates) as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, ; and (ii) not amend, repeal or otherwise modify any Company Indemnity Agreement between any such provisions referenced in subsections (i)(x) Indemnified Party on the one hand and (i)(y) above in the Company or any manner that would adversely affect of its Subsidiaries on the rights thereunder of any Indemniteesother hand.

Directors’ and Officers’ Indemnification and Insurance. Acquiror agrees that for the entire period from the Effective Time until six years after the Effective Time, (a) ParentAcquiror will cause the Surviving Corporation to, REIT Merger Sub indemnify and Partnership Merger Sub agree that all rights hold harmless, to exculpationthe extent provided in the certificate of incorporation and bylaws of Company in the form provided to Acquiror prior to the date of this Agreement, indemnification and advancement of expenses for acts or omissions occurring at each person who on or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter was a director or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officer of the Company or the Company any of its Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them such person in their capacities his or her capacity as such at any time prior such; (b) Acquiror will, and will cause Surviving Corporation to, maintain Company’s current directors’ and officers’ insurance and indemnification policy and related arrangements, or a substantially equivalent policy and related arrangements, subject in either case to terms and conditions substantially as advantageous to the REIT Merger Effective Time, to the fullest extent required by: (x) the present and former Company Charter or directors and officers of Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of and any of its Subsidiaries as those contained in the Company Subsidiaries, in each case, as policy and arrangements in effect on the date hereof and disclosed to Acquiror, for all present and former directors and officers of this AgreementCompany and any of its Subsidiaries covering claims made and insurable events with respect to matters arising or omissions occurring before, on, or existing at, the Effective Time (yprovided that Surviving Corporation will not be required to maintain such policy except to the extent that the aggregate annual cost of maintaining such policy is not in excess of one hundred and fifty percent (150%) any indemnification agreement of the Company or current annual cost, in which case Surviving Corporation shall maintain such policies up to an annual cost of one hundred and fifty percent (150%) of the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, current annual cost); and (iic) not amendAcquiror will cause Surviving Corporation to maintain the existing indemnification provisions (including, repeal or otherwise modify any such provisions referenced for expense advances for present and former Company officers and directors) in subsections (i)(x) Surviving Corporation’s certificate of incorporation and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesbylaws.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries (the “Indemnified Parties”) as provided in the Company Charter or Certificate, the Company Bylaws (or each equivalent organizational documents of the Company Subsidiaries’ respective articles or certificates any of incorporation its Subsidiaries or bylaws (or comparable organizational or governing documentsAffiliates) or in any indemnification agreement of the (a “Company or the Company Subsidiaries or other applicable contract Indemnity Agreement”), each as in effect on the date of this Agreement Agreement, shall survive the Mergers Offer and the Merger and shall continue in full force and effect in accordance with their terms. The Company has made available to Parent true and complete copies of all Company Indemnity Agreements. Parent and the Company shall, from and after the Acceptance Time, and, if after the Effective Time, the Surviving Entity shall (and Parent shall cause the Company or the Surviving Entity and any applicable Parent Subsidiaries Entity, as applicable, to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required provided by: (xi) the Company Charter or Certificate, the Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable equivalent organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or any of its Subsidiaries or affiliates) as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, ; and (ii) not amend, repeal or otherwise modify any Company Indemnity Agreement between any such provisions referenced in subsections (i)(x) Indemnified Party on the one hand and (i)(y) above in the Company or any manner that would adversely affect of its Subsidiaries on the rights thereunder of any Indemniteesother hand.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentFrom and after the Effective Time, REIT Merger Sub Parent agrees that it will indemnify and Partnership Merger Sub agree that all rights hold harmless, to exculpationthe fullest extent permitted under applicable Law and the Certificate of Incorporation and the Bylaws in effect as of the date of this Agreement, indemnification each current or former director and advancement officer of the Company (determined as of the Effective Time), in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company (collectively, the “D&O Indemnified Parties”) against any costs or expenses for acts (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or omissions liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (Time, including actions to enforce this provision or any matters arising in connection with the transactions contemplated by this Agreement)other indemnification or advancement right of any D&O Indemnified Party, now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company and Parent or the Company Subsidiaries or other Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable contract as Law and the Certificate of Incorporation and the Bylaws in effect on as of the date of this Agreement shall survive Agreement; provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. For a period of six (6) years from the Mergers and shall continue in full force and effect in accordance with their terms. Parent and Effective Time, the Surviving Entity shall (Corporation shall, and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses Corporation to, Indemnitees maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Certificate of Incorporation and Bylaws as in effect immediately prior to the Effective Time with respect to all acts or omissions by them in their capacities as such at any time occurring prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, Time and (ii) shall not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any IndemniteesD&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. From and after the Effective Time, Parent shall guarantee and stand surety for, and shall cause the Surviving Corporation to honor, all indemnification Contracts between any officer or director and the Company in effect prior to the date of this Agreement that have been made available to Parent.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in the Company Charter or Company Bylaws Company’s or each of the Company Company’s Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. For a period of six (6) years from the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend fulfill and hold harmless, and advance expenses to, honor all obligations of the Company to the Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent permitted by the Laws of the State of Delaware and required by: (x) the Company Charter Restated Certificate of Incorporation, as amended, or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws as amended (or comparable equivalent organizational or governing documents) of any ), of the Company Subsidiaries, or any of its Subsidiaries or affiliates as in each case, effect on the date of this Agreement and (y) the indemnification agreement(s) of the Company or its Subsidiaries or other applicable Contract(s) as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(yy) above in any manner that would adversely affect the rights thereunder of any Indemnitees, unless such modification is required by the Laws of the State of Delaware.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the “D&O Indemnified Parties”), as the case may be, in each case, as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement documents of the Company or the Company its Subsidiaries or other applicable contract any indemnification or similar agreements as in effect on of the date of this Agreement Agreement, shall survive the Mergers acceptance of Shares for payment pursuant to the Offer and the Merger and shall continue in full force and effect in accordance with their terms. terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Entity shall (Corporation and its Subsidiaries to perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions with respect to all acts exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or omissions by them in their capacities as such at any time prior comparable) liability that are no less favorable to the REIT Merger Effective Time, to D&O Indemnified Parties than those set forth in the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates Company’s and its Subsidiaries’ organizational documents as of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, which provisions thereafter shall not, for a period of at least six (y6) any indemnification agreement of years from the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this AgreementEffective Time, or (z) applicable Lawbe amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties except as required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Parent Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Parent Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or the Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement and listed in the Company Disclosure Letter shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Parent Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this AgreementAgreement and listed in the Company Disclosure Letter, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this AgreementTransactions), now existing as of the date of this Agreement in favor of Indemnitees the current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries as provided in the Company Charter or Company Bylaws Company’s or each of the Company SubsidiariesCompany’s subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement agreement, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. After the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter Restated Certificate of Incorporation or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable equivalent organizational or governing documents) of the Company or any of the Company Subsidiaries, in each case, its subsidiaries or affiliates as in effect on the date of this Agreement, Agreement and (y) any indemnification agreement of the Company or the Company Subsidiaries its subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(yy) above in any manner that would adversely affect the rights thereunder of any IndemniteesIndemnitees with respect to any acts or omissions occurring on or prior to the Effective Time for a period of six years after the Effective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentThe Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, REIT Merger Sub and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including and exculpation provision set forth in any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor memorandum and articles of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (association or comparable organizational or governing documents) or in any indemnification agreement documents of the Company or the Company any of its Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive and (ii) all indemnification agreements between the Mergers Company or any of its Subsidiaries and shall continue in full force any of their respective current or former directors and effect in accordance with their termsofficers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). Parent In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Entity Company and its Subsidiaries shall (and Parent shall cause the Surviving Entity Company and any applicable Parent its Subsidiaries to) cause the memorandum and articles of association (iand other similar organizational documents) indemnify, defend of the Surviving Company and hold harmless, and advance expenses to, Indemnitees its Subsidiaries to contain provisions with respect to all acts or omissions by them in their capacities exculpation, advancement of expenses and indemnification that are at least as such at any time prior favorable to the REIT Merger Effective Time, to Indemnified Parties as those contained in the fullest extent required by: (x) the Company Charter or Company Bylaws, or the memorandum and articles or certificates of organization or incorporation or bylaws association (or comparable other similar organizational or governing documents) of any of the Company Subsidiaries, in each case, and its Subsidiaries as in effect on the date of this Agreementhereof, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreementand during such six year period, such provisions shall not be amended, repealed, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesexcept as required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (ai) ParentIn the event the Merger is consummated, REIT Merger Sub then until the seventh anniversary of the Effective Time, Parent will, and Partnership Merger Sub agree that will cause the Surviving Company and any of their respective subsidiaries, to comply with, fulfill and honor, in any and all rights respects, all of the obligations of Parent and the Company and any of their respective subsidiaries to exculpationtheir respective present and former directors and officers (the “Covered Persons”) pursuant to indemnification agreements with Parent and the Company or any of their respective subsidiaries in effect on the Effective Time and pursuant to their respective Organization Documents, indemnification and advancement in each case, in effect on the Effective Time (the “Indemnification Provisions”), with respect to claims arising out of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time which are asserted after the Effective Time, whether asserted including with respect to this Agreement, the Merger and the other transactions contemplated herein. Any claims for indemnification (and rights for advancement of expenses) made on or claimed prior to the seventh anniversary of the Effective Time shall survive such anniversary until the final resolution thereof. Parent shall, and shall cause the Surviving Company and all of their respective subsidiaries to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue keep in full force and effect in accordance with their terms. Parent all Indemnification Provisions and neither Parent, the Surviving Entity Company, any of their respective subsidiaries shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnifyamend, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts modify or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of terminate any of the Company SubsidiariesIndemnification Provisions, in each case, as in effect on until the date of this Agreement, (y) any indemnification agreement later of the Company seventh anniversary of the Effective Time or the Company Subsidiaries or other applicable contract as in effect on the date final resolution of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above claims for indemnification in any manner that would adversely affect the any rights thereunder of any IndemniteesCovered Person.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree Each Party agrees that (i) all rights to exculpationindemnification or exculpation now existing in favor of the directors and officers of ARYA, indemnification and advancement as provided in the Governing Documents of expenses for acts ARYA or omissions otherwise in effect as of immediately prior to the Domestication, in either case, solely with respect to any matters occurring at on or prior to the REIT Merger Effective TimeClosing, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with shall survive the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent from and after the Surviving Entity shall Closing for a period of six (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to6) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, years and (ii) not amendARYA will perform and discharge, repeal or cause to be performed and discharged, all obligations to provide such indemnity and exculpation during such six (6) year period. To the maximum extent permitted by applicable Law, during such six (6) year period, ARYA shall advance, or cause to be advanced, expenses in connection with such indemnification as provided in the Governing Documents of ARYA or other applicable agreements as in effect immediately prior to the Domestication. The indemnification and liability limitation or exculpation provisions of the Governing Documents of ARYA shall not, during such six (6) year period, be amended, repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified following the Closing in any manner that would adversely affect the rights thereunder of individuals who, as of immediately prior to the Closing, or at any Indemniteestime prior to such time, were directors or officers of ARYA (the “ARYA D&O Persons”) entitled to be so indemnified, have their liability limited or be exculpated with respect to any matters occurring on or prior to the Closing and relating to the fact that such ARYA D&O Person was a director or officer of ARYA on or prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentFor six (6) years after the Effective Time, REIT Merger Sub the Surviving Company and Partnership Merger Sub agree its Subsidiaries shall, and Parent shall cause the Surviving Company and its Subsidiaries to, honor and fulfill in all respects the obligations of the Company under its certificate of incorporation and bylaws and its Subsidiaries under their respective certificates of incorporation and bylaws (and other similar organizational documents) and all agreements for indemnification, exculpation of liability or advancement of expenses, in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors or officers or any person who becomes a director or officer prior to the Effective Time (the “Indemnified Parties”), all of which shall continue in full force and effect in accordance with their terms and shall not be amended, repealed or otherwise modified in any manner that all would adversely affect the rights thereunder of such Indemnified Parties. The foregoing notwithstanding, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Party with respect to matters subject to indemnification hereunder on or prior to the sixth anniversary of the Effective Time, the rights to exculpation, indemnification and exculpation from liabilities and advancement of expenses for acts referenced in the preceding sentence shall continue in effect until the final disposition of such claim, action, suit, proceeding or omissions investigation. From and after the Effective Time, to the fullest extent permitted by Applicable Law, the Surviving Company shall, and Parent shall cause the Surviving Company to, indemnify and hold harmless each Indemnified Party against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative (including with respect to matters existing or occurring or alleged to occur at or prior to the REIT Merger Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another Person, whether asserted or claimed prior to, at or after the REIT Merger Effective Time Time. In the event of any such Action, (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor i) each Indemnified Party will be entitled to advancement of Indemnitees as provided expenses incurred in the defense of any such Action from the Surviving Company Charter within ten (10) Business Days of receipt by the Surviving Company from the Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates Surviving Company’s certificate of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Timeby-laws, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify the Surviving Company shall cooperate in the defense of any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesmatter.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree The Parent agrees that all any rights to exculpationindemnification or exculpation now existing in favor of the directors or officers of the Seller and the directors or officers of the Seller’s Subsidiaries (the “Indemnified Parties” and, each, an “Indemnified Party”) as provided in their respective organizational documents, in effect as of the date hereof and the indemnification agreements set forth in Section 7.5 of the Seller Letter, with respect to matters occurring at or prior to the Acceptance Date shall survive the Merger (and advancement with respect to the Seller, shall be reflected in the applicable organizational documents of expenses such entity) and shall continue in full force and effect until the expiration of the applicable statute of limitations. During such period, the Parent shall not, nor shall it permit the Surviving Corporation to, amend, repeal or otherwise modify such provisions for acts indemnification in any manner that would materially and adversely affect the rights thereunder of individuals who at any time on or prior to the Acceptance Date were directors or officers of the Seller or directors or officers of any Subsidiary of the Seller in respect of actions or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time Acceptance Date (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided unless such modification is required by law; provided, however, that in the Company Charter event any claim or Company Bylaws claims are asserted or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time made either prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, Acceptance Date or the articles or certificates expiration of organization or incorporation or bylaws (or comparable organizational or governing documents) the applicable statute of limitations, all rights to indemnification in respect of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company such claim or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder claims shall continue until disposition of any Indemniteesand all such claims.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this AgreementTransactions), now existing as of the date of this Agreement in favor of Indemnitees the current or former directors or officers, as the case may be, of the Company as provided in the Company Charter or Company Bylaws Company’s or each of the Company SubsidiariesCompany’s subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as currently in effect on as of the date of this Agreement Agreement, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. Parent and For a period of six (6) years from the Effective Time, the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) by the Company Charter Amended and Restated Certificate of Incorporation or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Amended and Restated Bylaws (or comparable equivalent organizational or governing documents) of the Company or any of the Company Subsidiaries, in each case, its subsidiaries as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(yi) above in any manner that would adversely affect the rights thereunder of any IndemniteesIndemnitees with respect to any acts or omissions occurring on or prior to the Effective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors, officers, partners, members, trustees or employees, as the case may be, of the Company or the Company Subsidiaries as provided in the Company Charter or the Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this AgreementAgreement and listed in the Company Disclosure Letter, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(yy) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement, including the Merger), now existing in favor of the Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws By-laws (or comparable such equivalent organizational or governing documents) or in documents of any indemnification agreement of the Company or the Company Company’s Subsidiaries or other applicable contract as in effect on the date of this Agreement Agreement) or in any Contract between such Indemnitee and the Company or any of its Subsidiaries (in each case as in effect on the date hereof) shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. From and after the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, to the fullest extent the Company would have been permitted to do so under applicable Law, Indemnitees with respect to (x) all acts or omissions by them in their capacities as such at any time at or prior to the REIT Merger Effective TimeTime or (y) any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to the Merger, this Agreement and any transactions contemplated hereby, in either case, to the fullest extent required by: permitted by (xi) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws By-laws (or comparable such equivalent organizational or governing documents) documents of any of the Company Subsidiaries, in each case, Company’s Subsidiaries as in effect on the date of this Agreement), (yii) any indemnification agreement of the Company or the Company its Subsidiaries or other applicable contract as in effect on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnitees or (ziii) applicable Law. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and (ii) its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Indemnitees than those set forth in the Charter and By-laws and the Company’s Subsidiaries’ organizational documents as of the date of this Agreement, which provisions thereafter shall not amendbe amended, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub The Parent and Partnership the Merger Sub agree that all rights to exculpationindemnification, indemnification and advancement of expenses for acts or omissions occurring at or prior to expenses, and exculpation by the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), Company now existing in favor of Indemnitees each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (each a “Company Indemnified Party”) as provided in the Company Charter or Company Bylaws or each Documents of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or Company, in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract each case as in effect on the date of this Agreement Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.10 of the Company Disclosure Letter, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Mergers Merger and shall continue remain in full force and effect in accordance with their terms. Parent For a period of two years from the Effective Time, (i) the Surviving Corporation shall, and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmlessmaintain in effect the exculpation, indemnification, and advance advancement of expenses to, Indemnitees equivalent to the provisions of the Charter Documents of the Company as in effect immediately prior to the Effective Time with respect to all acts or omissions by them in their capacities as such at any time Company Indemnified Party occurring prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) maintain a policy of director and officer liability insurance with commercially reasonable coverage, however, in no event shall such coverage be less than any such current policy maintained by the Company for the period prior to the Effective Time,] and (iii) shall not amend, repeal repeal, or otherwise modify any such policies or provisions referenced in subsections (i)(x) and (i)(y) above the Charter Documents in any manner that would adversely affect the rights thereunder of any IndemniteesCompany Indemnified Party; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent------------------------------------------------------ It is understood and agreed that the Company shall defend, REIT Merger Sub indemnify and Partnership Merger Sub agree that all rights to exculpationhold harmless, indemnification and advancement of expenses for acts or omissions occurring at or prior to after the REIT Merger Effective Time, whether asserted the Surviving Corporation and the Parent shall, jointly and severally, defend, indemnify and hold harmless, each present and former employee, agent, director and officer of the Company (the "Indemnified Parties") to the fullest extent required or claimed prior to, at or after the REIT Merger Effective Time permitted under (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees a) applicable law and (b) as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ their respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement charters and by-laws, which rights to be defended, indemnified and held harmless shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termswithout time limitation from and after the Effective Time. Parent Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnifyParent, defend and hold harmless, and will periodically advance expenses to, Indemnitees as incurred with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Timeforegoing, to the fullest extent required by: (x) permitted by applicable law; provided the Company Charter or Company Bylawsperson to whom the expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. In addition, or the articles or certificates Articles of organization or incorporation or bylaws (or comparable organizational or governing documents) of any Incorporation and the By-Laws of the Company SubsidiariesSurviving Corporation with respect to indemnification, in each caseshall not be amended, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, agents or employees of the Company or otherwise entitled to indemnification pursuant to the Company's Articles of Incorporation. In the event that the Surviving Corporation transfers all or substantially all of its operations to another corporation or other entity, proper provision shall be made so that the successor or transferee thereof shall assume any Indemniteesremaining obligations of the Surviving Corporation set forth in this Section 4.8.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Xxxxxx Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees as provided the current or former directors or officers of (or in a comparable role with) the Company Charter or Company Bylaws its Subsidiaries, or each of any person serving at the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement request of the Company or any of its Subsidiaries as a director or officer of (or in a comparable role with) another Person (the Company Subsidiaries or other applicable contract “D&O Indemnified Parties”), as in effect on the date of this Agreement case may be, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. terms (with respect to the Company’s organizational documents, it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Entity shall (Corporation and its Subsidiaries to perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions with respect to all acts exculpation, indemnification, contribution, advancement of expenses and limitation of director or omissions by them in their capacities as such at any time officer (or comparable) liability that are no less favorable to the D&O Indemnified Parties with respect to the period prior to Closing than those set forth in the REIT Merger Company’s and its Subsidiaries’ organizational documents as of the Closing Date, which provisions thereafter shall not, for a period of at least six (6) years from the Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylawsbe amended, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree Acquiror agrees that all rights to exculpation, indemnification and related rights to advancement of expenses for acts or omissions occurring on the part of each person who at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time is a current or former director, officer, employee or agent of Target or any Target Related Business, including all such rights existing pursuant to any written agreement between any such person and Target or any Target Related Business in effect on the Agreement Date (including any matters arising in connection with the transactions contemplated by this Agreementcopies of which have been delivered to Acquiror), now existing in favor of Indemnitees Delaware Law or as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company Target Organizational Documents or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement Target Related Business Organizational Documents, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termsuntil ninety (90) days after the expiration of the longest applicable statute of limitation. Parent Acquiror agrees that from and after the Surviving Entity Effective Time it shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees indemnify all such persons to the fullest extent permitted by such indemnity obligations with respect to all actual or alleged acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time occurring in connection with or arising out of such individuals’ service as officers, directors, employees or agents of Target or Target Related Businesses or as trustees, fiduciaries or administrators of any plan for the benefit of employees. Without limitation of the foregoing, in the event any such person is or becomes involved in any such capacity in any action, proceeding or investigation in connection with any actual or alleged action, inaction, state of affairs or other matter, including any matter related to the transactions contemplated by this Agreement, occurring on or prior to the Effective Time, Acquiror shall (or shall cause the Surviving Corporation to) pay such person’s reasonable fees and other expenses of counsel selected by such person (including the cost of any investigation, preparation and settlement) incurred in connection therewith promptly after statements therefor are received by Acquiror, except to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any claims that are finally determined by a court of competent jurisdiction to have resulted from the Company Subsidiariesgross negligence, willful misconduct or fraud of such indemnified party. Acquiror shall be entitled to participate in each case, as in effect on the date defense of this Agreement, (y) any indemnification agreement of the Company such action or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Lawproceeding, and (ii) not amendcounsel selected by the indemnified person shall, repeal or otherwise modify to the extent consistent with their professional responsibilities, cooperate with Acquiror and any such provisions referenced counsel designated by Acquiror. Acquiror shall pay all reasonable fees and expenses, including fees and expenses of counsel, that may be incurred by any indemnified person in subsections (i)(x) successfully enforcing the indemnity and (i)(y) above other obligations provided for in any manner that would adversely affect the rights thereunder of any Indemniteesthis section.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers, managers, or employees, as the case may be, of the Company, its Subsidiaries or the Company Investment Adviser (to extent related to the management of the Company) (collectively, the “D&O Indemnified Parties”) as provided in their respective organizational documents as in effect on the Company Charter or Company Bylaws or each date of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) this Agreement or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract Contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to the D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent required by: (x) that the Company Charter or Company Bylaws, or its Subsidiaries would be permitted by Applicable Law and to the articles or certificates of organization or incorporation or bylaws (or comparable fullest extent required by the organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this Agreement; provided, (y) however, that all rights to indemnification in respect of any indemnification agreement action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. To the maximum extent permitted by the Laws of the Company or State of Delaware, for a period of six years following the Company Subsidiaries Effective Time, Parent shall cause its and the Surviving Corporation’s articles of incorporation, bylaws or other applicable contract organizational documents to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date of this Agreement, or (z) applicable Lawwhich provisions thereafter shall not be amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentFor a period of six (6) years following the Effective Time (provided that such period shall be extended with respect to all unresolved claims for indemnification by any Indemnified Party as of the sixth anniversary of the Effective Time until such claims are finally resolved), REIT Merger Sub Parent and Partnership Merger Sub agree that the Surviving Corporation shall cause all rights to exculpationindemnification, indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), and exculpation now existing in favor of Indemnitees as provided in the Company Charter any present or Company Bylaws former director, officer or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement employee of the Company or any of its Subsidiaries (the “Indemnified Parties”) as provided in (i) the Organizational Documents of the Company and its Subsidiaries or other (ii) agreements between an Indemnified Party and the Company or one of its Subsidiaries (which agreements have been made available by the Company to Parent), to survive the Merger and to continue in full force and effect for a period of not less than six years after the Effective Time or, if longer, for such period as is set forth in any applicable contract as agreement with an Indemnified Party in effect on the date of this Agreement shall survive with effect for the Mergers and shall continue in full force and effect in accordance with their termsperiod prior to the Effective Time. Parent and In addition, for a period of six (6) years following the Effective Time, the Surviving Entity shall Corporation and its Subsidiaries will (and Parent shall will cause the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend cause the Organizational Documents of the Surviving Corporation and hold harmless, and advance expenses to, Indemnitees its Subsidiaries to contain provisions with respect to all acts or omissions by them indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any respective Organizational Documents of the Company Subsidiaries, in each case, and its Subsidiaries as in effect on of the date of this Agreement. During such six-year period, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreementsuch provisions may not be repealed, or (z) applicable Law, and (ii) not amend, repeal amended or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesexcept as required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement For a period of expenses for acts or omissions occurring at or prior to six years after the REIT Merger Effective Time, whether asserted unless otherwise required by applicable Law, the certificate of incorporation and bylaws (or claimed prior to, at or after equivalent organizational documents) of the REIT Merger Effective Time (including any matters arising in connection Surviving Corporation and the Company Subsidiaries shall contain provisions no less favorable with respect to the transactions contemplated by this Agreement), now existing in favor indemnification and exculpation of Indemnitees as provided directors and officers than are set forth in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates certificate of incorporation or bylaws (or comparable equivalent organizational or governing documents) or in any indemnification agreement of the Company (or the relevant Company Subsidiaries or other applicable contract Subsidiary) as in effect on the date of this Agreement shall survive hereof. From and after the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Effective Time, Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeCorporation, to the fullest extent required by: permitted under applicable Law (x) including to the Company Charter greatest extent authorized or Company Bylaws, permitted by any amendments to or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any replacements of the Company Subsidiaries, in each case, as in effect on DGCL adopted after the date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors), to indemnify and hold harmless (yand advance funds in respect of each of the foregoing) any indemnification agreement each present and former director, officer or employee of the Company and each Company Subsidiary (collectively, the “Indemnified Parties”), in and to the extent of their capacities as such and not as stockholders of the Company or any Company Subsidiary, against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the Company Subsidiaries final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (with 45 the consent of Parent, which consent shall not be unreasonably withheld) in connection with any actual or threatened Action, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred before or at the Effective Time (including acts or omissions in connection with such persons serving as an officer, director or other applicable contract as fiduciary in effect on any entity if such service was at the date request or for the benefit of this Agreementthe Company), except for in any case, any claim, judgments, fines, penalties and amounts to be paid which relate to any act or (z) applicable Lawomission which constitutes a material violation of Law or resulted from or arose out of fraud, and (ii) not amendbad faith, repeal gross negligence or otherwise modify willful misconduct of an Indemnified Party. In the event of any such provisions referenced Action, the Surviving Corporation shall cooperate with the Indemnified Party in subsections (i)(xthe defense of such Action. The Surviving Corporation shall have the right to assume control of and the defense of, any Action to which this Section 6.05(a) shall apply. The Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and (i)(y) above other obligations provided in any manner this Section 6.05(a); provided, that would adversely affect all advancement of expenses pursuant to the rights thereunder of any Indemniteesforegoing shall be subject to an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from the Surviving Corporation.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub The Final Surviving Corporation and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company its Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Final Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend honor and hold harmless, and advance expenses to, Indemnitees with respect to fulfill in all acts or omissions by them in their capacities as such at any time prior to respects the REIT Merger Effective Time, to the fullest extent required by: (x) obligations of the Company Charter or Company Bylaws, or and its Subsidiaries under the articles or certificates certificate of organization or incorporation or and bylaws (or comparable other similar organizational or governing documents) of any of the Company Subsidiaries, in each case, and its Subsidiaries as in effect on the date hereof and any and all agreements for indemnification, exculpation of this Agreement, (y) liability and/or advance of expenses in effect as of the date hereof between the Company or any indemnification agreement of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). In addition, for a period of six (6) years following the Effective Time, the Final Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Final Surviving Corporation and its Subsidiaries to) cause the certificate of formation (and other similar organizational documents) of the Final Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are at least as favorable as the indemnification, exculpation from liability and advancement of expense provisions set forth in the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries or other applicable contract as in effect on of the date of this Agreement, or (z) applicable Lawhereof, and during such six (ii6) year period, such provisions shall not amendbe amended, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesindividuals who were covered by such provisions, except as required by applicable Law or Order.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries as provided in the Company Charter or Company Bylaws Company’s or each of the Company SubsidiariesCompany’s subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. For a period of six (6) years from the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend fulfill and hold harmless, and advance expenses to, honor all obligations of the Company to the Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent permitted by the Laws of the State of Delaware and required by: (x) the Company Charter Restated Certificate of Incorporation or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable equivalent organizational or governing documents) of the Company or any of its subsidiaries or affiliates as in effect on the date of this Agreement and (y) the indemnification agreement(s) of the Company Subsidiaries, in each case, or its subsidiaries or other applicable contract(s) as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(yy) above in any manner that would adversely affect the rights thereunder of any Indemnitees, unless such modification is required by the Laws of the State of Delaware.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers and employees, if any (“D&O Indemnified Parties”), as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement case may be, of the Company or the Company its Subsidiaries as provided in their respective organizational documents or other applicable contract in any Contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their termshereof. Parent and the The Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent required by: (x) that the Company Charter or Company Bylaws, or its Subsidiaries would be permitted by applicable Law and to the articles or certificates of organization or incorporation or bylaws (or comparable fullest extent required by the organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this Agreement. Parent shall cause the certificate of incorporation, (y) any indemnification agreement bylaws or other organizational documents of the Company or Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Company Subsidiaries or other applicable contract D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date of this Agreement, or (z) applicable Lawwhich provisions thereafter shall not, and (ii) not amendfor a period of six years from the Effective Time, repeal be amended, repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger LLC Sub agree that all rights to exculpationindemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal Liability of each present and former director, officer, employee, fiduciary, or agent of the Company provided for in the Company’s Charter Documents in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The Organizational Documents of the Surviving Company will contain provisions with respect to indemnification, exculpation from Liability and advancement of expenses for acts that are at least as favorable as those currently provided in Article 8 of the Company’s certificate of incorporation and during such six (6) year period following the Effective Time, the Surviving Company shall not, and Parent shall cause the Surviving Company not to, amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at or prior to the Effective Time were directors, officers, employees, fiduciaries, or agents of the Company in respect to actions or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with including, without limitation, the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in unless such modification is required by applicable Legal Requirements. From and after the Company Charter or Company Bylaws or each of Effective Time, Parent and the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company or its Subsidiaries in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any written indemnification agreements currently in effect between the Company or its Subsidiaries and such individuals or other applicable contract (ii) required by the Company’s Charter Documents, in each case as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time immediately prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), exculpation now existing in favor of Indemnitees as provided in the Company Charter directors, officers, employees or Company Bylaws or agents of each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Group Company or the any other natural person indemnified by any Group Company Subsidiaries or other applicable contract as in effect on of the date of this Agreement (collectively, “Indemnified Persons”), as provided in such Group Company’s Governing Documents or otherwise in effect as of the date hereof with respect to any matters occurring prior to the Closing Date, shall survive the Mergers Transactions and shall continue in full force and effect in accordance with their terms. and that Parent and the Surviving Entity shall (Merger Sub shall, and Parent shall cause the Surviving Entity Corporation and any applicable Parent each of its Subsidiaries to) (i) indemnify, defend perform and hold harmlessdischarge its obligations to provide such indemnity and exculpation after the Closing. To the maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and the Surviving Corporation shall, and shall cause each of its Subsidiaries to, advance expenses to, Indemnitees in connection with respect to all acts or omissions by them such indemnification as provided in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates Surviving Corporation’s and each of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company its Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries ’ Governing Documents or other applicable contract as in effect on agreements. The indemnification and liability limitation or exculpation provisions of each of the date Surviving Corporation’s and each of this Agreementits Subsidiaries’ Governing Documents shall not be amended, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified after the Closing Date in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing Date or at any Indemniteestime prior to the Closing Date, were Indemnified Persons, unless such modification is required by Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, indemnification and advancement of expenses and indemnification for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this AgreementTransactions), now existing as of the date of this Agreement in favor of Indemnitees the current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries as provided in the Company Charter or Company Bylaws Company’s or each of the Company SubsidiariesCompany’s subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement agreement, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. After the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter Second Restated Certificate of Incorporation or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable equivalent organizational or governing documents) of the Company or any of the Company Subsidiaries, in each case, its subsidiaries or affiliates as in effect on the date of this Agreement, Agreement and (y) any indemnification agreement of the Company or the Company Subsidiaries its subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(yy) above in any manner that would adversely affect the rights thereunder of any IndemniteesIndemnitees with respect to any acts or omissions occurring on or prior to the Effective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors or officers, as the case may be, of the Company or its subsidiaries as provided in the Company Charter or Company Bylaws Company’s or each of the Company SubsidiariesCompany’s subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. From and after the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter Restated Certificate of Incorporation or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable equivalent organizational or governing documents) of the Company or any of the Company Subsidiaries, in each case, its subsidiaries as in effect on the date of this Agreement, Agreement and (y) any indemnification agreement of the Company or the Company Subsidiaries its subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(yy) above in any manner that would adversely affect the rights thereunder of any IndemniteesIndemnitees with respect to their acts or omissions occurring at or prior to the Effective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentIt is understood and agreed that the Company shall indemnify and hold harmless, REIT Merger Sub and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to after the REIT Merger Effective Time, the Surviving Corporation and Parent shall indemnify and hold harmless, as and to the full extent permitted by applicable Law, each Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or claimed prior to, at arising before or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this AgreementTime), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or Company, and the Surviving Corporation and Parent after the Effective Time, shall indemnify each of Indemnified Party pursuant to (x) the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement obligations of the Company or any Subsidiary of the Company Subsidiaries or other applicable contract as pursuant to the indemnification agreement in effect on the date of this Agreement shall survive between the Mergers Company or any Subsidiary of the Company and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmlesssuch Indemnified Party, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to (y) for a period of six years from the REIT Merger Effective Time, Time and to the fullest extent required by: (x) permitted by applicable Law, the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any obligations of the Company Subsidiaries, to indemnify the Indemnified Parties in each case, as in effect on accordance with the date terms of this Agreement, (y) any indemnification agreement the Certificate of Incorporation and By-laws of the Company in effect immediately prior to the Effective Time. Any Indemnified Party wishing to claim indemnification under this Section 6.6(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Company Subsidiaries or other applicable contract as in effect on and, after the date of this AgreementEffective Time, or (z) applicable Law, the Surviving Corporation and (ii) Parent thereof; provided that the failure to so notify shall not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder obligations of any Indemniteesthe Company, the Surviving Corporation and Parent except to the extent, if any, such failure to promptly notify materially prejudices such party.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree The Purchaser agrees that all any rights to exculpationindemnification, indemnification and advancement of expenses for acts expenses, exculpation or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), other similar rights now existing in favor of Indemnitees as provided in of, and all limitations on the Company Charter personal liability of, each present and former director or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officer of the Company or the Company Company’s Subsidiaries or other applicable contract as (each, a “Covered Party”) provided for in the respective organizational documents in effect on as of the date of this Agreement shall survive the Mergers and hereof shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company and its Subsidiaries, shall be reflected in each casethe applicable organizational documents of such entity), as in effect for a period of six (6) years after the Closing Date; provided, that the foregoing shall not apply to any claim based on a claim for indemnification made by a Covered Party pursuant to Article IX. During such period, the date of this AgreementPurchaser shall not, (y) any indemnification agreement of nor shall it following the Closing permit the Company or the Company Company’s Subsidiaries or other applicable contract as in effect on the date of this Agreementto, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above for indemnification or advancement of expenses in any manner that would adversely affect the rights thereunder of any IndemniteesCovered Party in respect of actions or omissions occurring at or prior to the Closing (including the transactions contemplated by this Agreement), unless such modification is required by Law. Notwithstanding anything in this Agreement to the contrary, any Covered Party seeking to enforce any such provisions for indemnification or advancements of expenses shall first seek recovery against the D&O Tail Policy referenced in Section 6.6(b) for any claim of exculpation or indemnification or expense advancement or reimbursement before pursuing any right of exculpation or indemnification or expense advancement or reimbursement directly against the Company and its Subsidiaries.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentFrom and after the Closing, REIT Merger Sub Purchaser agrees that it shall cause the Company Group to indemnify and Partnership Merger Sub agree that all rights hold harmless each present and former director and officer of the Company or any of its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to exculpation, indemnification and advancement of expenses for acts matters existing or omissions occurring at or prior to the REIT Merger Effective TimeClosing, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with Closing, to the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of fullest extent that the Company or any of its Subsidiaries, as the Company Subsidiaries case may be, would have been permitted under applicable law, the indemnification agreements set forth on the attached “Indemnification Agreements Schedule” (the “Indemnification Agreements”) and its respective articles of incorporation, bylaws or other applicable contract as organizational documents in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall to indemnify such person (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance including promptly advancing expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, incurred to the fullest extent required by: (x) permitted under applicable law). For a period of six years after the Company Charter or Company BylawsClosing, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of Purchaser shall not, and shall not permit any member of the Company SubsidiariesGroup to, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify (in a manner adverse to the beneficiary thereof) any such provisions referenced provision in subsections (i)(x) and (i)(y) above the Indemnification Agreements or in any manner that would adversely affect member of the rights thereunder Company Group’s articles of incorporation, bylaws or other organizational documents relating to the exculpation or indemnification of any Indemniteesofficers or directors, it being the intent of the parties hereto that the officers and directors of any member of the Company Group on the date hereof shall continue to be entitled to such exculpation and indemnification to the full extent of the law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Xxxxxx Sub agree that all rights to exculpation, exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this AgreementMerger and the other Transactions), now existing in favor of the Indemnitees as provided in the Company Charter or Company Bylaws or each Amended and Restated Articles of Incorporation of the Company Subsidiaries’ respective articles Company, as amended to date, and as most recently publicly filed prior to the date of this Agreement (the “Charter”), or certificates the Amended and Restated Bylaws of incorporation or bylaws the Company, as amended to date, and as most recently publicly filed prior to the date of this Agreement (“Bylaws”) (or comparable such equivalent organizational or governing documents) or in documents of any indemnification agreement of the Company or the Company Company’s Subsidiaries or other applicable contract as in effect on the date of this Agreement Agreement) or in any Contract between such Indemnitee and the Company or any of its Subsidiaries (in each case as in effect on the date hereof) shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. From and after the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeIndemnitees, to the fullest extent required by: (x) the Company Charter or Company Bylawswould have been permitted to do so under applicable Law, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any Organizational Documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this AgreementAgreement or any agreement in existence as of the date of this Agreement providing for indemnification or advancement of expenses between the Company or any of its Subsidiaries and any Indemnitee, with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including advancing fees and expenses of legal counsel) in connection with any Proceedings whenever asserted, based on or arising out of, in whole or in part, (yA) any indemnification agreement the fact that an Indemnitee is or was a member, director, manager, officer, employee or agent of the Company or any of its Subsidiaries or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a member, director, manager, officer, employee or agent of the Company or any of its Subsidiaries or taken at the request of the Company or any of its Subsidiaries (including in connection with serving at the request of the Company or any of its Subsidiaries as a representative of another Person (including any employee benefit plan)), in each case under clause (A) or (B), whether prior to, at or after the Effective Time (including any Proceeding relating in whole or in part to the Transactions or relating to the enforcement of this provision or any other applicable contract indemnification or expense advancement right of any Indemnitee). Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the articles of incorporation, bylaws or other Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Indemnitees than those set forth in the Charter and the Bylaws and the Company’s Subsidiaries’ Organizational Documents as in effect on of the date of this Agreement, or (z) applicable Lawwhich provisions thereafter shall not be amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe Indemnitee. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.7.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers, managers, or employees, as the case may be, of the Company, its Subsidiaries or the Company Investment Adviser (to extent related to the management of the Company) (collectively, the “D&O Indemnified Parties”) as provided in their respective organizational documents as in effect on the Company Charter or Company Bylaws or each date of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) this Agreement or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract Contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to the D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent required by: (x) that the Company Charter or Company Bylaws, or its Subsidiaries would be permitted by Applicable Law and to the articles or certificates of organization or incorporation or bylaws (or comparable fullest extent required by the organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this Agreement; provided, (y) however, that all rights to indemnification in respect of any indemnification agreement action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. To the maximum extent permitted by the Laws of the Company or State of Delaware, for a period of six years following the Company Subsidiaries Effective Time, Parent shall cause its and the Surviving Corporation’s articles of incorporation, bylaws or other applicable contract organizational documents to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date of this Agreement, or (z) applicable Lawwhich provisions thereafter shall not be amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemnitees.the D&O Indemnified Parties. 57

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Indemnification. Parent and Partnership Merger Xxxxxx Sub agree that all rights to exculpationindemnification, indemnification and advancement of expenses for acts or omissions occurring at or prior to expenses, and exculpation by the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), Company now existing in favor of Indemnitees each current and former director, officer or employee of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement Documents of the Company or the Company Subsidiaries or other applicable contract any of its Subsidiaries, in each case as in effect on the date of this Agreement Agreement, or pursuant to any other Contracts in effect on the date hereof shall survive the Mergers Merger and shall continue remain in full force and effect in accordance with their terms. Parent and For a period of six (6) years from the Effective Time, the Surviving Entity shall (Corporation shall, and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses Corporation to, Indemnitees cause the Charter Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to all acts or omissions by them in their capacities indemnification, advancement of expenses, and exculpation that are at least as such at any time prior favorable to the REIT Merger Effective TimeIndemnified Parties as the indemnification, to advancement of expenses, and exculpation provisions set forth in the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any Documents of the Company Subsidiaries, in each case, and its Subsidiaries as in effect on of the date of this Agreement. During such six (6) year period, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreementsuch provisions may not be repealed, or (z) applicable Law, and (ii) not amend, repeal amended or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would or would reasonably be expected to adversely affect the rights thereunder of any Indemniteesindividuals who were a former director, officer or employee of the Company or any of its Subsidiaries, except as required by applicable Law. Each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law; provided that any Indemnified Party to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication by the applicable court presiding over such action that such Indemnified Party is not entitled to such advanced expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with the fact that such person is or was a director, officer or employee of the Company or any of its Subsidiaries or a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of the Company or any of its Subsidiaries and (including in connection with any action or omission occurring or alleged to have occurred whether before or after the Effective Time). In the event of any such actual or threatened claim, action, suit, proceeding or investigation, Parent and the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such actual or threatened claim, action, suit, proceeding or investigation. Parent shall pay, subject to a receipt of an undertaking from any applicable Indemnified Party to whom expenses are advanced that such Indemnified Party will repay all such advances if it is ultimately determined by final judicial decision from which there is no further right to appeal that such Indemnified Party is not entitled to be indemnified or entitled to such advanced expenses, all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.07.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT The Merger Sub Agreement provides that Pinnacle and Partnership Merger Sub agree that the Surviving Corporation will cause all rights to exculpationindemnification, indemnification and advancement of expenses for acts or omissions occurring at or prior to and exculpation existing as of the REIT date of the Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing Agreement in favor of Indemnitees any present or former director, officer or employee of Boulder or any of its subsidiaries (the “Indemnified Parties”) as provided in the Company Charter (i) Boulder’s organizational documents or Company Bylaws (ii) agreements between an Indemnified Party and Boulder or each one of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws its subsidiaries (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on as of the date of this Agreement shall the Merger Agreement) to survive the Mergers Merger and shall to continue in full force and effect for a period of not less than six years plus ninety days after the Effective Time or, if longer, for such period as is set forth in accordance any applicable agreement with their termsan Indemnified Party in effect as of the date of the Merger Agreement. Parent The Merger Agreement further provides that Pinnacle and the Surviving Entity shall (Corporation will, jointly and Parent shall cause severally, indemnify all Indemnified Parties to the Surviving Entity and any fullest extent permitted by applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees law with respect to all acts and omissions arising out of or omissions relating to their services as directors, officers or employees of Boulder, its subsidiaries or another person, if such Indemnified Party is or was serving as a director, officer or employee of such other person at the request of Boulder, whether asserted or claimed before, at or after, or occurring before or at, the Effective Time (including in connection with the negotiation and execution of the Merger Agreement and the consummation of the Transactions or otherwise). If any Indemnified Party is or becomes involved in any legal action in connection with any matter subject to indemnification under the Merger Agreement, then Pinnacle Table of Contents and the Surviving Corporation will, jointly and severally, advance as incurred any costs or expenses (including legal fees and disbursements), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such legal action, subject to Pinnacle’s or the Surviving Corporation’s, as applicable, receipt of an undertaking by them in their capacities as or on behalf of such at any time prior to Indemnified Party, if required by the REIT Merger Effective TimeDGCL, to repay such Damages if it is ultimately determined under applicable law that such Indemnified Party is not entitled to be indemnified. In the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) event of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreementsuch legal action, (yi) each of Pinnacle and the Surviving Corporation is required to cooperate with the Indemnified Party in the defense of any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, such legal action and (ii) not amendneither Pinnacle nor the Surviving Corporation are permitted to settle, repeal compromise or otherwise modify consent to the entry of any such provisions referenced in subsections (i)(x) and (i)(y) above judgment in any manner legal action pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such legal action. The Merger Agreement further provides that would adversely affect Pinnacle and the rights thereunder Surviving Corporation will, jointly and severally, maintain in effect for at least six years after the Effective Time the current policies of directors’ and officers’ liability insurance maintained by Boulder or policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous with respect to claims arising out of or relating to events which occurred before or at the Effective Time (including in connection with the negotiation and execution of the Merger Agreement and the consummation of the Transactions or otherwise) so long as Pinnacle and the Surviving Corporation are not required to pay an annual premium in excess of 300% of the last annual premium paid by Boulder for such insurance before the date of the Merger Agreement (such 300% amount being the “Maximum Premium”). If Pinnacle or the Surviving Corporation are unable to obtain the insurance described in the prior sentence for an amount less than or equal to the Maximum Premium, then Pinnacle and the Surviving Corporation will, jointly and severally, instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. Notwithstanding the foregoing, in lieu of the arrangements contemplated by this paragraph, before the Effective Time, Boulder is entitled to purchase a “tail” directors’ and officers’ liability insurance policy, with an annual premium not to exceed the Maximum Premium, covering the matters described in this paragraph and, if Boulder elects to purchase such a policy before the Effective Time, then Pinnacle and the Surviving Corporation’s obligations under this paragraph will be satisfied so long as Pinnacle and the Surviving Corporation cause such policy to be maintained in effect for a period of six years following the Effective Time. In the event that Pinnacle or the Surviving Corporation or any Indemniteesof their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Pinnacle and the Surviving Corporation are required to take all necessary action so that the successors or assigns of Pinnacle and the Surviving Corporation will succeed to the foregoing obligations regarding insurance and indemnification.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees as provided the current or former directors or officers of (or in a comparable role with) the Company Charter or Company Bylaws its Subsidiaries, or each of any person serving at the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement request of the Company or any of its Subsidiaries as a director or officer of (or in a comparable role with) another Person (the Company Subsidiaries or other applicable contract “D&O Indemnified Parties”), as in effect on the date of this Agreement case may be, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. terms (with respect to the Company’s organizational documents, it being agreed that after the Closing such rights shall be mandatory rather than permissive), and Parent shall and shall cause the Surviving Entity shall (Corporation and its Subsidiaries to perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions with respect to all acts exculpation, indemnification, contribution, advancement of expenses and limitation of director or omissions by them in their capacities as such at any time officer (or comparable) liability that are no less favorable to the D&O Indemnified Parties with respect to the period prior to Closing than those set forth in the REIT Merger Company’s and its Subsidiaries’ organizational documents as of the Closing Date, which provisions thereafter shall not, for a period of at least six (6) years from the Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylawsbe amended, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. Parent will, and will cause the Surviving Corporation to, indemnify, defend and hold harmless each current or former director, officer or employee of the Company or any of its subsidiaries, each fiduciary under benefit plans of the Company or any of its subsidiaries and each such person who performed services at the request of the Company or any of its subsidiaries against (ai) Parent, REIT Merger Sub and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring liabilities arising at or prior to the REIT Merger Effective TimeTime to the extent that they are based on or arise out of the fact that such person is or was a director, officer, employee or fiduciary under benefit plans or performed services at the request of the Company or any of its subsidiaries and (ii) all liabilities to the extent they are based on or arise out of or pertain to the Transactions, whether asserted or claimed prior to, at or after the REIT Effective Time. In the event of any such liability, the Surviving Corporation will pay the reasonable fees and expenses of counsel selected by the indemnified parties. The Merger Agreement also provides for certain insurance policies to be maintained. Specifically, the Company shall be permitted to, prior to the Effective Time, and if the Company fails to do so, Parent shall cause the Surviving Corporation to, obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six years from and after the Effective Time (including for events occurring prior to the Effective Time that is substantially equivalent to and in any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided event not less favorable in the Company Charter or Company Bylaws or each of aggregate to the intended beneficiaries thereof than the Company's existing directors' and officers' liability insurance policy. If the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (Corporation for any reason fail to obtain such "tail" insurance policy as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses Corporation to, Indemnitees purchase or continue to maintain in effect (as applicable) for a period of at least six years from and after the Effective Time (and for so long thereafter as any claims brought before the end of such six-year period thereunder are being adjudicated) such insurance policy in place as of the date of the Merger Agreement with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company's existing policies as of the date of the Merger Agreement. If Parent or the Surviving Corporation or any of their respective successors or assigns consolidates or merges into any other entity in which it is not the continuing or surviving entity or transfers all or substantially all of its properties and assets, then such successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations summarized in this Section 11—"The Merger Agreement; Other Agreements—Directors' and Officers' Indemnification and Insurance." The persons covered by the provisions of the Merger Agreement described in this Section 11 as well as their heirs, executors, administrators and representatives are intended third-party beneficiaries with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesprovisions.

Directors’ and Officers’ Indemnification and Insurance. The Merger Agreement provides for indemnification, advancement of expenses, exculpation from liabilities and insurance rights in favor of the current and former directors and officers of the Company and its subsidiaries, whom we refer to as “indemnitees,” with respect to acts or omissions occurring at or prior to the Effective Time (a) Parentwhether asserted or claimed prior to, REIT Merger Sub and Partnership Merger Sub agree at or after the Effective Time). Parent has agreed that all rights to exculpationindemnification, indemnification exculpation and advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the REIT Merger Effective Time (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of indemnitees as provided in governing documents of each of the Company and its subsidiaries with respect to all matters occurring prior to or at the Effective Time will continue in full force and effect in accordance with their respective terms and will not be amended, repealed or otherwise modified TABLE OF CONTENTS in any manner that would adversely affect the rights thereunder of any Indemnified Person (as defined below), and Parent will cause the Company and its subsidiaries to perform its obligations, thereunder. In addition, Xxxxxx has agreed that Parent will cause the Surviving Corporation and its subsidiaries to, and the Surviving Corporation agrees that it will, pursuant to the certificate of incorporation and bylaws (or other organizational documents) of the Company and each of its subsidiaries, in each case as in effect on the date of the Merger Agreement, indemnify and hold harmless each individual who is as of the date of the Merger Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries or who is as of the date of the Merger Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of its subsidiaries as a director or officer of another person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring prior to the Effective Time, including the Merger Agreement and the Transactions), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of the Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director or officer of another person, whether asserted or claimed prior to, at or after the REIT Effective Time, to the fullest extent permitted under applicable legal requirements. The Merger Effective Time (including Agreement provides that each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any matters arising such claim, action, suit or proceeding from Parent, the Surviving Corporation or its subsidiaries, as applicable, in connection accordance with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each organizational documents of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract and its subsidiaries as in effect on the date of this Agreement shall survive the Mergers Merger Agreement. If and shall continue only to the extent required by the DGCL or the Company’s or any of its subsidiaries’ organizational documents or any indemnification or other similar agreements, as applicable, any Indemnified Person to whom expenses are advanced may be required to provide an undertaking to repay such advances if it is ultimately determined by final adjudication that such Indemnified Person is not entitled to indemnification. Further, Parent, the Surviving Corporation and its subsidiaries, as applicable, will reasonably cooperate in full force and effect in accordance with their termsthe defense of any such matter. For six years after the Effective Time, Parent and the Surviving Entity shall Corporation have agreed to either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by or for the benefit of the Company and its subsidiaries or provide substitute policies for the Company and its subsidiaries (and Parent shall cause their current and former directors and officers who are currently covered by the Surviving Entity existing policies maintained by or for the benefit of the Company and any applicable Parent Subsidiaries to) (i) indemnifyits subsidiaries), defend in either case of not less than the existing coverage and hold harmless, having other terms not less favorable to the insured persons than such insurance coverage currently maintained by or for the benefit of the Company and advance expenses to, Indemnitees its subsidiaries with respect to all acts claims arising from facts or omissions by them in their capacities as such events that occurred at any time or prior to the REIT Merger Effective Time (with insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and officers’ liability insurance); provided that neither Parent nor the Surviving Corporation will be required to pay with respect to such insurance policies an annual premium greater than 300% of the aggregate annual premium most recently paid by the Company and its subsidiaries for such insurance (the “Maximum Amount”). In lieu of the foregoing, prior to the date of the Closing, the Company may, and if requested by Parent, the Company will use reasonable best efforts to, purchase a “tail” directors’ and officers’ liability insurance policy for the Company and its subsidiaries (and their current and former directors and officers who are currently covered by the existing policies maintained by or for the benefit of the Company and its subsidiaries) to provide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the insurance coverage currently maintained by the Company and its subsidiaries with respect to claims arising from facts or events that occurred at or before the Effective Time, to provided that the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) cost of any of such tail policy will not exceed the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any IndemniteesMaximum Amount.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree IrHoldco agrees that all rights to exculpationindemnification, indemnification and advancement of expenses or exculpation (including all limitations on personal liability) existing as of the date of this Agreement in favour of each present and former director, officer or employee of Fyffes or any of its Subsidiaries provided for acts in their respective Organisational Documents or in any agreement to which Fyffes or any of its Subsidiaries is a party in respect of actions or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters actions or omissions occurring at or prior to the Effective Time arising in connection with out of the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers consummation of the Scheme and shall continue in full force and effect in accordance with their terms. Parent and For a period of six (6) years after the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, IrHoldco shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organisational Documents of Fyffes and its Subsidiaries or in any agreement to the fullest extent required by: (x) the Company Charter which Fyffes or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company its Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, is a party and (ii) shall not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesindividuals who at any time prior to the Effective Time were directors, officers or employees of Fyffes or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement); provided, however, that in the event any claim, action, suit proceeding or investigation is pending, asserted or made either prior to the Effective Time or within such six year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(a) in respect thereof shall continue until disposition thereof. From and after the Effective Time, IrHoldco shall assume, be jointly and severally liable for, and honour and guaranty, and shall cause Fyffes and its Subsidiaries to honour, in accordance with their respective terms, each of the covenants contained in this Clause 7.3 without limit as to time.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentTo the fullest extent permitted by Law, REIT Merger Sub the memorandum and Partnership Merger Sub articles of association and bylaws, as applicable, of NewCo, the Surviving Corporation and the Company shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in (i) the articles of association of the Company and (ii) the certificate of incorporation and bylaws of FRSG, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company or FRSG, as applicable, unless such modification shall be required by applicable Law. The Parties further agree that all rights with respect to the provisions of the articles of association, bylaws, limited liability company agreements, or other organizational documents of the Company Subsidiaries relating to indemnification, exculpation, indemnification advancement or expense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the Effective Time, NewCo agrees that it shall indemnify and advancement hold harmless each present and former director and officer of the Company or FRSG, as applicable, against any costs or expenses for acts (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or omissions liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with Time, to the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in fullest extent that the Company Charter or Company Bylaws FRSG, as applicable, would have been permitted under applicable Law, the articles of association, certificate of organization, or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract FRSG, as applicable, in effect on the date of this Agreement shall survive to indemnify such person (including the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance advancing of expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, incurred to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) permitted under applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees).

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpationexculpation and indemnification, indemnification contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees as provided in the Company Charter current or Company Bylaws former directors or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officers of the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries as a director or other applicable contract officer (or the functional equivalent) of another Person (the “D&O Indemnified Parties”), as the case may be, as provided in their respective organizational documents as in effect on the date of this Agreement Agreement, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termsfor a period of six (6) years from the Effective Time (it being agreed that after the Closing such rights shall be mandatory rather than permissive). Parent and For a period of six (6) years from the Effective Time, the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent required by: (x) permitted by the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this AgreementAgreement and as would be permitted by applicable Law; provided, (y) however, that all rights to indemnification in respect of any indemnification agreement action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Company Surviving Corporation and its Subsidiaries to contain provisions with respect to exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or comparable) liability that are no less favorable to the Company Subsidiaries or other applicable contract D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date hereof, which provisions thereafter shall not, for a period of this Agreementsix (6) years from the Effective Time, or (z) applicable Lawbe amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers and employees, if any (“D&O Indemnified Parties”), as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement case may be, of the Company or the Company its Subsidiaries or other applicable contract as provided in their respective organizational documents as in effect on the date of this Agreement or in any Contract shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termsfor a period of six years from the Effective Time. Parent and For a period of six years from the Effective Time, the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent required by: (x) by the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this AgreementAgreement and as would be permitted by applicable Law; provided, (y) however, that all rights to indemnification in respect of any indemnification agreement action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. Parent shall cause the articles of incorporation, bylaws or other organizational documents of the Company or Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Company Subsidiaries or other applicable contract D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date hereof, which provisions thereafter shall not, for a period of this Agreementsix years from the Effective Time, or (z) applicable Lawbe amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentParent shall, REIT Merger Sub and Partnership Merger Sub agree that shall cause the Surviving Corporation to, assume the obligations with respect to all rights to exculpationindemnification, indemnification and advancement of expenses and limitations on, or exculpation from, liabilities, for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising matter in connection with the transactions contemplated by this AgreementTransactions), now existing in favor of Indemnitees the current or former directors, officers or employees of the Company or any Company Subsidiary (collectively, the “Indemnified Parties”), as provided in the Company Charter Articles of Incorporation or Company the Bylaws (or each equivalent organizational documents of the Company Company’s Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of between such Indemnified Party and the Company or any Company Subsidiary, without further action, as of the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement Effective Time, and such obligations shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. Parent and Without limiting the Surviving Entity shall (and foregoing, Parent shall cause the articles of incorporation and bylaws and indemnification or similar agreements of the Surviving Entity and Corporation (or any applicable Parent Subsidiaries tosuccessor) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions no less favorable to the Indemnified Parties with respect to all rights to indemnification, advancement of expenses and limitations on, or exculpation from, liabilities, for acts or omissions by them in their capacities than are set forth as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, date of this Agreement in each case, as the Articles of Incorporation and Bylaws and indemnification or similar agreements in effect on as of the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreementwhich provisions shall not be amended, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced modified for a period of six (6) years from the Effective Time in subsections (i)(x) and (i)(y) above in any a manner that would adversely affect the rights thereunder of any Indemniteesthe Indemnified Parties, unless such modification shall be required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior toand to advancement and reimbursement of expenses, at or after existing as of the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by date of this Agreement), now existing Agreement in favor of Indemnitees each present (as of the Effective Time) and former officer and director of the Company and the Company Subsidiaries (the “Indemnified Parties”), as provided in the Company Charter M&A, the Organizational Documents of any Company Subsidiary or Company Bylaws or each any indemnification agreement identified in Section 7.6(a) of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws Disclosure Schedule (or comparable organizational or governing documents) or in any indemnification agreement of the each a “Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement Indemnification Agreement”), shall survive the Mergers and Merger, shall continue in full force and effect in accordance with their terms. Parent and terms for at least six (6) years following the Surviving Entity shall Effective Time (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmlessor such shorter time as may be provided in each such agreement or other document), and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each casecase shall not be amended, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified after the Closing in any manner that would adversely affect the rights of the indemnified Persons thereunder (provided that all rights to indemnification in respect of any Indemniteesclaims asserted or made within such period shall continue until the disposition of such claim). The Surviving Company shall comply, and, if after the Effective Time all or a substantial portion of the Company’s assets have been transferred to another Person after the Effective Time (other than pursuant to a Contract entered into by the Company or any Company Subsidiary prior to the Effective Time), then Parent shall cause and enable the Surviving Company to comply, with all of the Company’s and the Company Subsidiaries’ obligations to any Indemnified Parties under the Company M&A, the Organizational Documents of any Company Subsidiary and any Company Indemnification Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees any Indemnitee as provided in the Company Charter Certificate of Incorporation or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws By-laws (or comparable organizational or governing organization documents) or in any indemnification agreement of the Company or any of its subsidiaries or in any agreement (including those filed as an exhibit to the Company Subsidiaries or other applicable contract as in effect on SEC Documents filed at least two (2) calendar days prior to the date hereof or listed on Section 4.16 of this Agreement the Company Disclosure Letter) shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termsrespect to such Indemnitee. Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them them, in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, permitted by Law and (ii) not amend, repeal or otherwise modify any such provisions referenced of the Certificate of Incorporation or By-laws (or equivalent organizational documents) of the Company or any of its subsidiaries as in subsections (i)(x) effect on the date of this Agreement and (i)(y) above any indemnification agreement of the Company or its subsidiaries or other applicable contract that has been made available to Parent as in effect on the date of this Agreement in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers and employees, if any (“D&O Indemnified Parties”), as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement case may be, of the Company or the Company its Subsidiaries or other applicable contract as provided in their respective organizational documents as in effect on the date of this Agreement or in any Contract shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. Parent and the The Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent required by: (x) that the Company Charter or Company Bylaws, or its Subsidiaries would be permitted by applicable Law and to the articles or certificates of organization or incorporation or bylaws (or comparable fullest extent required by the organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this Agreement. Parent shall cause the charter, (y) any indemnification agreement bylaws or other organizational documents of the Company or Surviving Corporation and its Subsidiaries to contain provisions with respect to exculpation, indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Company Subsidiaries or other applicable contract D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date hereof, which provisions thereafter shall not, for a period of this Agreementsix years from the Effective Time, or (z) applicable Lawbe amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentFor six (6) years after the Effective Time, REIT Merger Sub Parent shall, and Partnership Merger Sub agree that shall cause the Surviving Corporation and its Subsidiaries and successors to, honor and fulfill in all rights to exculpation, respects the obligations of the Company and its Subsidiaries under any and all indemnification and advancement of expenses for acts or omissions occurring at or agreements in effect immediately prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Appointment Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in between the Company Charter or Company Bylaws any of its Subsidiaries and any of their respective current or each of the Company Subsidiaries’ respective articles former directors and officers and any Person who becomes a director or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officer of the Company or any of its Subsidiaries prior to the Company Subsidiaries or other applicable contract as in effect on Appointment Time (the date “Indemnified Parties”). In addition, for a period of this Agreement shall survive six (6) years following the Mergers and shall continue in full force and effect in accordance with their terms. Effective Time, Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend cause the articles of incorporation and hold harmless, bylaws (and advance expenses to, Indemnitees other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to all acts indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the articles of incorporation and bylaws (or omissions by them in their capacities as such at any time other similar organizational documents) of the Company and its Subsidiaries immediately prior to the REIT Merger Effective Appointment Time, to the fullest extent required by: and during such six (x6) the Company Charter or Company Bylawsyear period, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiariessuch provisions shall not be amended, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law and (ii) and honor and fulfill the obligations of the Company under any Indemniteesindemnification agreements in effect as of the Agreement Date between the Company and any Indemnified Party; provided, however, that in the event any claim or claims are asserted or made within such period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentFor a period of not less than six (6) consecutive years immediately after the Effective Time, REIT Merger Sub unless otherwise required by applicable Law, the Parent shall cause the articles of incorporation or bylaws or equivalent organizational documents of the Surviving Corporation to contain provisions no less favorable with respect to the exculpation from personal liability and Partnership Merger Sub agree that all rights to exculpation, indemnification of and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Timedirectors, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided officers and employees than are set forth in the Company Charter Articles of Incorporation and Company By-Laws (or Company Bylaws or each equivalent organizational documents of the relevant Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documentsSubsidiary) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date hereof; provided, however, that if any claim or claims are asserted against any individual entitled to the protections of this Agreement such provisions within such six (6) year period, such provisions shall survive not be modified until the Mergers and shall continue in full force and effect in accordance with their termsfinal disposition of any such claims. Parent and the Surviving Entity shall (and The Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, Corporation to indemnify and advance expenses toto each present and former director, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Timeofficer and employee and employee benefit plan fiduciary (each, to the fullest extent required by: (xan “Indemnified Person”) of the Company Charter or any of the Company BylawsSubsidiaries (including rights relating to advancement of expenses and indemnification rights to which such individuals are entitled because they are serving as a director, officer or employee of another entity at the articles request of the Company or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries) in respect of actions, omissions or events occurring prior to or on the Effective Time to the fullest extent provided in the Company Articles of Incorporation or Company By-laws or the organizational documents of any Company Subsidiary, as applicable, any indemnification agreement or under applicable Laws, in each case, as in effect on the date of this AgreementAgreement (it being understood that, (y) any notwithstanding the foregoing, in no event shall the indemnification agreement provided by the Surviving Corporation be less than the indemnification permitted by the applicable Laws then in effect). Without limiting the generality of the Company preceding sentence, if any Indemnified Person becomes involved in any actual or threatened Proceeding covered by this Section 6.6 after the Effective Time, the Parent shall, or the Company Subsidiaries or other applicable contract as in effect on Parent shall cause the date of this AgreementSurviving Corporation, or (z) to the fullest extent permitted by applicable Law, and to promptly advance to such Indemnified Person his or her legal or other expenses (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect including the rights thereunder cost of any Indemniteesinvestigation and preparation incurred in connection therewith), subject to such Indemnified Person providing the Parent with an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Person is not entitled thereto; provided, that such obligation on the part of the Parent shall cease after the sixth (6th) anniversary of the Effective Time except with respect to any Proceeding covered by this Section 6.6 made or filed on or prior to the sixth (6th) anniversary of the Effective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentThe indemnification, REIT advancement and exculpation provisions of the indemnification agreements by and among the Company and its directors and officers as in effect at the Effective Time shall survive the Merger Sub and Partnership Merger Sub agree that shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner. The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all rights to exculpationrespects the obligations of the Group Companies under (i) any indemnification, indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including and exculpation provision set forth in any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor memorandum and articles of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (association or comparable organizational or governing documents) or in any indemnification agreement documents of the Company or the Company any of its Subsidiaries or other applicable contract as in effect on the date of this Agreement Agreement, and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any Indemnified Party (as defined below). The memorandum and articles of association of the Surviving Company shall contain provisions no less favorable to the intended beneficiaries with respect to exculpation and indemnification of liability and advancement of expenses than are set forth in the memorandum and articles of association of the Company as in effect on the date hereof, and Parent shall cause such provisions not to be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner, unless such modification shall be required by applicable Law. From and after the Effective Time, any agreement of any Indemnified Party with the Company or any of its Subsidiaries regarding exculpation or indemnification of liability or advancement of expenses shall be assumed by the Surviving Company, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their its terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree Parent agrees that all rights to exculpation, indemnification and related rights to advancement of expenses for acts or omissions occurring on the part of each person who at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter is a current or Company Bylaws former director or each officer of the Company Subsidiaries’ respective (i) existing pursuant to the MBCA, (ii) the Company’s articles or certificates of incorporation organization or bylaws or (or comparable organizational or governing documentsiii) or in any each indemnification agreement identified on Section 6.8(a) of the Company or Disclosure Schedule between any such person and the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement (collectively, the “Existing Indemnification Provisions”), shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termsthe terms of such Existing Indemnification Provisions. Parent also agrees that for the period beginning from and after the Surviving Entity Effective Time and ending the sixth anniversary of the Effective Time, it shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees indemnify all such persons to the fullest extent provided by the Existing Indemnification Provisions with respect to all actual or alleged acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time occurring in connection with or arising out of such individuals’ service as officers or directors of the Company or any of the Company Subsidiaries. Without limitation of the foregoing, if any such person is or becomes involved in any such capacity in any action, proceeding or investigation in connection with any actual or alleged action, inaction, state of affairs or other matter, including any matter related to the transactions contemplated by this Agreement, occurring on or prior to the Effective Time, to the fullest extent required by: such action, proceeding, investigation, allegation or other matter is the subject of the Existing Indemnification Provisions, Parent shall (xor shall cause the Surviving Corporation to) pay such person’s reasonable fees and other expenses of counsel selected by such person (including the Company Charter cost of any investigation, preparation and settlement) incurred in connection therewith promptly after statements therefor are received by Parent, to the extent that doing so would be consistent with the Company’s prior custom and practice. Parent shall be entitled to assume the defense of any such action or Company Bylawsproceeding, with counsel selected by Parent reasonably acceptable to the indemnified person. Parent shall pay all reasonable fees and expenses, including fees and expenses of counsel, that may be incurred by any indemnified person in enforcing the indemnity and other obligations provided for in this Section. Notwithstanding the foregoing, no person shall be entitled to indemnification pursuant to this Section 6.8(a) with respect to any actual or alleged acts or omissions constituting (i) a breach of this Agreement or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Voting Agreement, (yii) criminal conduct or (iii) any indemnification agreement violation of the Company federal, state or foreign securities Laws relating to trading in any securities or the Company Subsidiaries or other applicable contract as in effect on disclosure of nonpublic information, except to the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or extent such person is otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect entitled to indemnification pursuant to the rights thereunder of any IndemniteesExisting Indemnification Provisions.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree (i) that all rights to exculpationindemnification, indemnification and advancement of expenses for acts or omissions occurring at or prior to and exculpation by the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), Company and its Subsidiaries now existing in favor of Indemnitees each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director of the Company or its Subsidiaries or any of their respective predecessors and each Person who served at the request of the Company or its Subsidiaries as a director, officer, member, trustee or fiduciary of another company, corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such Person’s heirs, executors or administrators, “Indemnified Party”) as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company SubsidiariesDocuments, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.07 of the Company Disclosure Letter, shall survive the Merger (zwith the obligations of the Company being assumed by the Surviving Company) applicable Lawand shall remain in full force and effect in accordance with their terms for a period of six (6) years following the Effective Time, and, in the event that any proceeding with respect to which such indemnification or advancement of expenses may be available is pending or asserted or any claim with respect to which such indemnification or advancement of expenses may be available is made during such period, until the final disposition of such proceeding or claim and (ii) to cause the Surviving Company and its Subsidiaries to fulfill, honor and respect all such rights of the Indemnified Parties for a period of six (6) years following the Effective Time, in each case, with respect to any acts or omission occurring at or prior to the Effective Time, and, in the event that any proceeding with respect to which such indemnification or advancement of expenses may be available is pending or asserted or any claim with respect to which such indemnification or advancement of expenses may be available is made during such period, until the final disposition of such proceeding or claim; provided, however, that the Surviving Company shall only be required to advance expenses to any Indemnified Party upon receipt by Surviving Company of an undertaking (in customary form and substance) by such Indemnified Party to repay any expenses advanced by the Surviving Company if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesentitled to be indemnified under applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub The Surviving Company and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company its Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity Company and any applicable Parent its Subsidiaries to) (i) indemnify, defend honor and hold harmless, and advance expenses to, Indemnitees with respect to fulfill in all acts or omissions by them in their capacities as such at any time prior to respects the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any obligations of the Company Subsidiariesand its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers, any director, officer or trustee of another entity (but only to the extent that such person is or was serving in each case, as in effect on such capacity at the date request of this Agreement, (ythe Company) and any indemnification agreement employee or agent of the Company or any of its Subsidiaries, and any person who becomes such a director, officer, trustee, employee or agent prior to the Effective Time (subject to the Company’s compliance with Section 5.1(b)(v) hereof) (each such Person regardless of whether such Person has entered into an indemnification agreement with the Company or any of its Subsidiaries, the “Indemnified Persons”), including the indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter. In addition, during the period commencing at the Effective Time and ending on the seventh (7th) anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are at least as favorable as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the articles of incorporation and bylaws (or other applicable contract similar organizational documents) of the Company and its Subsidiaries as in effect on of the date of this Agreement, or (z) applicable Lawhereof, and during such seven (ii) 7)-year period, such provisions shall not amendbe repealed, repeal amended or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesexcept as required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentPurchaser and the Company agree that, REIT Merger Sub and Partnership Merger Sub agree that to the maximum extent permitted by the laws of the State of Delaware or any other applicable Laws, (i) all rights to exculpationindemnification, indemnification and advancement of expenses and exculpation from liability for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), Closing Date now existing in favor of Indemnitees the current or former directors, officers or employees of the Company or any of its Subsidiaries, including as provided in the Company Charter or Company Bylaws or each Certificate of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement Incorporation and By-laws of the Company or in any agreements between the Company or any of its Subsidiaries and any current or other applicable contract as former directors, officers or employees of the Company identified in effect on Section 4.13 of the date of this Agreement shall Company Disclosure Schedule, will survive the Mergers Closing and shall will continue in full force and effect in accordance with their respective terms for a period of not less than six years after the Closing Date (or, in the case of any agreement, in accordance with its terms. Parent ), (ii) all rights to indemnification, advancement of expenses and exculpation from liability for acts or omissions occurring prior to the Surviving Entity Closing Date now existing in favor of the current or former directors, officers or employees of the Company shall (be presently vested contractual rights and Parent shall cause the Surviving Entity and not hereafter be eliminated or limited in any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmlessway whatsoever, and advance expenses to, Indemnitees (iii) with respect to all any right to indemnification or advancement of expenses for acts or omissions by them in their capacities as such at any time occurring prior to the REIT Merger Effective TimeClosing Date, to the fullest extent required by: (x) the Company Charter shall be the indemnitor of first resort, responsible for all such indemnification or Company Bylawsadvancement, without regard to any right to indemnification or the articles advancement that any director, officer or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any employee of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) may have from any indemnification agreement direct or indirect shareholder of the Company (or the Company Subsidiaries or other applicable contract as in effect on the date any affiliate of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(xshareholder) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteeswithout right to seek subrogation, indemnity or contribution.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentThe indemnification, REIT Merger Sub advancement and Partnership Merger Sub agree exculpation provisions of the indemnification agreements by and among the Company and its directors and certain executive officers as in effect at the Effective Time shall survive the Amalgamation and shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that all would adversely affect the rights thereunder of the current or former directors or officers of the Company or any of its Subsidiaries. The articles of incorporation and by-laws of the Surviving Corporation (or in such documents of any successor to exculpation, the business of the Surviving Corporation) shall contain provisions no less favorable to the intended beneficiaries with respect to exculpation and indemnification of liability and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided than are set forth in the Company Charter or Company Bylaws or each articles of incorporation and by-laws of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in such documents of any indemnification agreement successor to the business of the Company or the Company Subsidiaries or other applicable contract Surviving Corporation) as in effect on the date hereof, and Parent shall cause such provisions to not be amended, repealed or otherwise modified for a period of this Agreement six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by Law. From and after the Effective Time, any agreement of any Indemnified Party with the Company or any of its Subsidiaries regarding exculpation or indemnification of liability or advancement of expenses shall be assumed by the Surviving Corporation, shall survive the Mergers Amalgamation and shall continue in full force and effect in accordance with their its terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentThe indemnification, REIT advancement and exculpation provisions of the indemnification agreements by and among the Company and its and its Subsidiaries’ directors and certain executive officers as in effect at the Effective Time shall survive the Merger Sub and Partnership Merger Sub agree shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that all would adversely affect the rights thereunder of the current or former directors or officers of the Company or any of its Subsidiaries. The memorandum and articles of association of the Surviving Company and each of its Subsidiaries (or such documents of any successor to exculpation, the business of the Surviving Company or any of its Subsidiaries) shall contain provisions no less favorable to the intended beneficiaries with respect to exculpation and indemnification of liability and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided than are set forth in the Company Charter or Company Bylaws or each memorandum and articles of association of the Company Subsidiaries’ respective articles or certificates and each of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company its Subsidiaries or other applicable contract as in effect on the date hereof, and Parent shall cause such provisions not be amended, repealed or otherwise modified for a period of this Agreement six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were or had been directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by Law. From and after the Effective Time, any agreement between the Company or any of its Subsidiaries, on the one hand, and any of respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”) regarding exculpation or indemnification of liability or advancement of expenses shall be assumed by the Surviving Company, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their its terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the “D&O Indemnified Parties”), as the case may be, in each case, as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement documents of the Company or the Company its Subsidiaries or other applicable contract any indemnification or similar agreements as in effect on of the date of this Agreement Agreement, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Entity shall (Corporation and its Subsidiaries to perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions with respect to all acts exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or omissions by them in their capacities as such at any time prior comparable) liability that are no less favorable to the REIT Merger Effective Time, to D&O Indemnified Parties than those set forth in the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates Company’s and its Subsidiaries’ organizational documents as of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, which provisions thereafter shall not, for a period of at least six (y6) any indemnification agreement of years from the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this AgreementEffective Time, or (z) applicable Lawbe amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties except as required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentThe indemnification, REIT Merger Sub advancement and Partnership Merger Sub agree that all rights to exculpation, exculpation provisions of the indemnification agreements by and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in among the Company Charter and its Subsidiaries, on the one hand, and its current or Company Bylaws former directors and officers or each of the Company Subsidiaries’ respective articles any person who becomes a director or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officer of the Company or any of its Subsidiaries prior to the Company Subsidiaries or other applicable contract Effective Time, in each case as in effect on at the date of this Agreement Effective Time, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnifynot be amended, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections modified for a period of six (i)(x6) and (i)(y) above years from the Effective Time in any manner that would adversely affect the rights thereunder of each individual who at the Effective Time is, or at any Indemniteestime prior to the Effective Time was, a director or officer of the Company or any Subsidiaries (the “Indemnified Parties”). The Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (a) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (b) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time, subject to any limitation imposed from time to time by applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the memorandum and articles of association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to exculpation, advancement of expenses and indemnification that are at least as favorable to the directors, officers or employees of the Company as those contained in the memorandum and articles of association of the Company as in effect on the date hereof, except to the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree that all The rights to exculpationindemnification, indemnification advancements and advancement of expenses exculpation from liability for acts or omissions occurring at or prior to the REIT Merger Effective Time existing in favor of any present or former director, officer, employee or agent of the Company or any of its Subsidiaries (collectively, the “Indemnified Persons” and each, an “Indemnified Person”) under the Company Organizational Documents, the Subsidiary Organizational Documents or in any agreement between any Indemnified Person and the Company or any Subsidiary of the Company shall survive the Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years after the Effective Time. Without limiting the foregoing, from and after the Effective Time, the Surviving Company agrees that it will indemnify and hold harmless each Indemnified Person against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions)), by reason of the fact that the Indemnified Person is or was a director, officer or employee of the Company or any Subsidiary or is or was serving at the request of the Company or any Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) permitted under applicable Law. In the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) event of any such claim, action, suit or proceeding, each Indemnified Person will be entitled to advancement of expenses incurred in the Company Subsidiaries, in each case, as in effect on the date defense of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections claim, action, suit or proceeding prior to the final disposition thereof from the Surviving Company within thirty (i)(x30) days of receipt by the Surviving Company from the Indemnified Person of a written claim therefor; provided that the Indemnified Person to whom expenses are advanced provides an undertaking, if and (i)(y) above in only to the extent required by the DGCL or any manner applicable indemnification agreement, to repay such advances if it is ultimately determined by final non-appealable adjudication that would adversely affect the rights thereunder of any Indemniteessuch Indemnified Person is not entitled to indemnification.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentFor a period of not less than six (6) consecutive years immediately after the Effective Time, REIT Merger Sub unless otherwise required by applicable Law, the Parent shall cause its Certificate of Formation and Partnership Merger Sub agree that all rights Limited Liability Company Agreement and the Articles of Incorporation and By-Laws (or equivalent organizational documents) of the Parent Subsidiaries, including the Surviving Corporation, to exculpation, contain provisions no less favorable with respect to the exculpation from personal liability and indemnification of and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Timedirectors, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided officers and employees than are set forth in the Company Charter Company’s Articles of Incorporation and By-Laws (or Company Bylaws or each equivalent organizational documents of the relevant Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documentsSubsidiary) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date hereof; provided, however, that if any claim or claims are asserted against any individual entitled to the protections of this Agreement such provisions within such six (6) year period, such provisions shall survive not be modified until the Mergers and shall continue in full force and effect in accordance with their termsfinal disposition of any such claims. Parent and the Surviving Entity shall (and The Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, Corporation to indemnify and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities and shall itself indemnify and advance expenses as such at any time prior to if it were the REIT Merger Effective TimeSurviving Corporation to, to the fullest extent required by: each present and former director, officer and employee and employee benefit plan fiduciary (xeach, an “Indemnified Person”) of the Company Charter or any of the Company BylawsSubsidiaries (including rights relating to advancement of expenses and indemnification rights to which such individuals are entitled because they are serving as a director, officer or employee of another entity at the articles request of the Company or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries) in respect of actions, omissions or events occurring prior to or on the Effective Time to the fullest extent provided in the Company’s Articles of Incorporation or By-laws or the organizational documents of any Company Subsidiary, as applicable, any indemnification agreement or under applicable Laws, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement . Without limiting the generality of the Company preceding sentence, if any Indemnified Person becomes involved in any actual or threatened Proceeding covered by this Section 6.5 after the Effective Time, the Parent shall, or the Company Subsidiaries or other applicable contract as in effect on Parent shall cause the date of this AgreementSurviving Corporation, or (z) to the fullest extent permitted by applicable Law, and to promptly advance to such Indemnified Person his or her legal or other expenses (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect including the rights thereunder cost of any Indemniteesinvestigation and preparation incurred in connection therewith), subject to such Indemnified Person providing the Parent with an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Person is not entitled thereto; provided, that such obligation on the part of the Parent shall cease after the sixth (6th) anniversary of the Effective Time except with respect to any Proceeding covered by this Section 6.5 made or filed on or prior to the sixth (6th) anniversary of the Effective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentBuyer, REIT Merger Sub and Partnership Merger Sub LLC agree that all rights to exculpationindemnification or exculpation now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary, or agent of Seller and its Subsidiaries provided for in the respective organizational documents in effect as of the date hereof, shall continue be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The Surviving Entity Limited Liability Company Agreement will contain provisions with respect to indemnification, exculpation from liability and advancement of expenses for acts that are at least as favorable as those currently in the Seller Charter and Seller Bylaws and during such six (6) year period following the Effective Time, Buyer shall not and shall cause the Surviving Entity not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary, or agent of Seller and its Subsidiaries in respect of actions or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with including, without limitation, the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in unless such modification is required by Law. From and after the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent Effective Time, Buyer and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend Corporation also agree to indemnify and hold harmless, harmless the present and advance expenses to, Indemnitees with former officers and directors of Seller and its Subsidiaries in respect to all of acts or omissions by them in their capacities as such at any time occurring prior to the REIT Merger Effective Time, Time to the fullest extent required by: (x) the Company Charter provided in any written indemnification agreements between Seller and/or one or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any more its Subsidiaries and such officers and directors and listed in Section 6.7 of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any IndemniteesSeller Disclosure Schedule.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentThe indemnification, REIT Merger Sub advancement and Partnership Merger Sub agree that all rights to exculpation, exculpation provisions of the indemnification agreements by and advancement of expenses for acts or omissions occurring between the Company and its directors and certain executive officers as in effect at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six (including 6) years from the Effective Time in any matters arising in connection with manner that would adversely affect the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each rights thereunder of the Company Subsidiaries’ respective articles current or certificates of incorporation former directors or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officers of the Company or any of its Subsidiaries. The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Group Companies under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries or other applicable contract as in effect on the date of this Agreement Agreement, and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any Indemnified Party. The memorandum and articles of association of the Surviving Company shall contain provisions no less favorable to the intended beneficiaries with respect to exculpation and indemnification of liability and advancement of expenses than are set forth in the memorandum and articles of association of the Company as in effect on the date hereof, and Parent shall cause such provisions not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by Law. From and after the Effective Time, any agreement of any Indemnified Party with the Company or any of its Subsidiaries regarding exculpation or indemnification of liability or advancement of expenses shall be assumed by the Surviving Company, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their its terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. Parent agrees that for the entire period from the Effective Time until six years after the Effective Time, (a) ParentParent will, REIT Merger Sub and Partnership Merger Sub agree that all rights will cause the Surviving Corporation to, indemnify and hold harmless, to exculpationthe extent provided in the certificate of incorporation and by-laws of the Company in the form provided to Parent prior to the date of this Agreement, indemnification and advancement of expenses for acts or omissions occurring at each person who on or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter was a director or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officer of the Company or the Company any of its Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them such person in their capacities his or her capacity as such at any time prior such; (b) Parent will, and will cause the Surviving Corporation to, maintain the Company's current directors' and officers' insurance and indemnification policy and related arrangements, or a substantially equivalent policy and related arrangements, subject in either case to terms and conditions substantially as advantageous to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any present and former directors and officers of the Company Subsidiaries, and any of its Subsidiaries as those contained in each case, as the policy and arrangements in effect on the date of this Agreementhereof and disclosed to Parent, (y) any indemnification agreement for all present and former directors and officers of the Company and any of its Subsidiaries covering claims made and insurable events with respect to matters arising or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreementomissions occurring before, on, or existing at, the Effective Time (zprovided that the Surviving Corporation will not be required to maintain such policy except to the extent that the aggregate annual cost of maintaining such policy is not in excess of one hundred and fifty percent (150%) applicable Lawof the current annual cost, in which case the Surviving Corporation shall maintain such policies up to an annual cost of one hundred and fifty percent (150%) of the current annual cost); and (iic) not amendParent will Merger Agreement cause the Surviving Corporation to maintain the existing indemnification provisions (including, repeal or otherwise modify any such provisions referenced for expense advances for present and former Company officers and directors) in subsections (i)(x) the Surviving Corporation's certificate of incorporation and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesbylaws.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement For a period of expenses for acts or omissions occurring at or prior to six years after the REIT Merger Effective Time, whether asserted unless otherwise required by applicable Law, the certificate of incorporation and bylaws (or claimed prior to, at or after equivalent organizational documents) of the REIT Merger Effective Time (including any matters arising in connection Surviving Corporation and the Company Subsidiaries shall contain provisions no less favorable with respect to the transactions contemplated by this Agreement), now existing in favor indemnification and exculpation of Indemnitees as provided directors and officers than are set forth in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates certificate of incorporation or bylaws (or comparable equivalent organizational or governing documents) or in any indemnification agreement of the Company (or the relevant Company Subsidiaries or other applicable contract Subsidiary) as in effect on the date of this Agreement shall survive hereof. From and after the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Effective Time, Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeCorporation, to the fullest extent required by: permitted under applicable Law (x) including to the Company Charter greatest extent authorized or Company Bylaws, permitted by any amendments to or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any replacements of the Company Subsidiaries, in each case, as in effect on DGCL adopted after the date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors), to indemnify and hold harmless (yand advance funds in respect of each of the foregoing) any indemnification agreement each present and former director, officer or employee of the Company and each Company Subsidiary (collectively, the “Indemnified Parties”), in and to the extent of their capacities as such and not as stockholders of the Company or any Company Subsidiary, against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the Company Subsidiaries final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (with the consent of Parent, which consent shall not be unreasonably withheld) in connection with any actual or threatened Action, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred before or at the Effective Time (including acts or omissions in connection with such persons serving as an officer, director or other applicable contract as fiduciary in effect on any entity if such service was at the date request or for the benefit of this Agreementthe Company), except for in any case, any claim, judgments, fines, penalties and amounts to be paid which relate to any act or (z) applicable Lawomission which constitutes a material violation of Law or resulted from or arose out of fraud, and (ii) not amendbad faith, repeal gross negligence or otherwise modify willful misconduct of an Indemnified Party. In the event of any such provisions referenced Action, the Surviving Corporation shall cooperate with the Indemnified Party in subsections (i)(xthe defense of such Action. The Surviving Corporation shall have the right to assume control of and the defense of, any Action to which this Section 6.05(a) shall apply. The Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and (i)(y) above other obligations provided in any manner this Section 6.05(a); provided, that would adversely affect all advancement of expenses pursuant to the rights thereunder of any Indemniteesforegoing shall be subject to an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification from the Surviving Corporation.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentFrom and after the Effective Time, REIT Merger Sub the Surviving Company shall, and Partnership Merger Sub agree that all rights Parent shall cause the Surviving Company to, indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to exculpationthe Effective Time (in each case, indemnification when acting in such capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees and advancement of expenses for acts expenses), judgments, fines, losses, claims, damages, liabilities or omissions occurring awards paid in settlement incurred in connection with any actual or threatened Action, whether civil, criminal, administrative or investigative and whether formal or informal, arising out of, relating to or in connection with such directorship or office at or prior to the REIT Merger Effective Time (including the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or any acts or omissions occurring or alleged to occur from such directorship or office (including acts or omissions with respect to the approval of this Agreement or the Transactions or arising out of or pertaining to the Transactions and actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party) prior to the Effective Time), whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with Time, to the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in fullest extent that the Company Charter or Company Bylaws or each would have been permitted under the Laws of the Company Subsidiaries’ respective articles or certificates Cayman Islands and its Memorandum and Articles of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as Association in effect on the date of this Agreement shall survive the Mergers to indemnify such Person and shall continue in full force and effect in accordance with their terms. Parent and or the Surviving Entity Company shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to(including reasonable attorneys’ fees) incurred in the defense of any Action, Indemnitees including any expenses incurred in successfully enforcing such Person’s rights under this Section 6.10. This Section 6.10 shall not apply with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect Taxes on the date of this Agreement, (y) any indemnification agreement of the Company Indemnified Parties’ remuneration or the Company Subsidiaries benefits from such directorship or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesoffice.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement, including the Merger), now existing in favor of the Indemnitees as provided in permitted by the Company Charter Memorandum of Association or Company Bylaws or each Articles of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws Association (or comparable such equivalent organizational or governing documents) or in documents of any indemnification agreement of the Company or the Company Company’s Subsidiaries or other applicable contract as in effect on the date of this Agreement Agreement), shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termsrespective terms to the extent permitted by Law. Parent From and after the Effective Time, the Surviving Entity Company shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmlessharmless the Indemnitees, and promptly pay or advance any costs or expenses to(including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement by such Indemnitees in connection with respect any claim, action, suit, proceeding or investigations, whether civil, criminal, administrative or investigative, to all acts the extent such claim, action, suit, proceeding or omissions investigation arises out of or pertains to (x) any act or omission by them in their capacities as such at any time at or prior to the REIT Merger Effective TimeTime or (y) the Merger, this Agreement and any transactions contemplated hereby or taken at the request of Parent, in either case, (i) in the case of the Indemnitees who are directors and officers, to the fullest extent permitted by (A) the Memorandum of Association or Articles of Association (or such equivalent organizational or governing documents of any of the Company’s Subsidiaries as in effect on the date of this Agreement) and (B) Law and (ii) in the case of the Indemnitiees who are employees, to the fullest extent required by: by (xA) the Company Charter Memorandum of Association or Company Bylaws, or the articles or certificates Articles of organization or incorporation or bylaws Association (or comparable such equivalent organizational or governing documents) documents of any of the Company’s Subsidiaries as in effect on the date of this Agreement) and (B) Law. For a period of six (6) year from and after the Effective Time, Parent shall, to the extent permitted by Law, cause the memorandum of association, articles of association or other organizational documents of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer, employee and agent liability that are no less favorable to the Indemnitees than those set forth in the Memorandum of Association and Articles of Association and the Company’s Subsidiaries, in each case, ’ organizational documents as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreementwhich provisions thereafter shall not be amended, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries as provided in the Company Charter or Company Bylaws Company’s or each of the Company SubsidiariesCompany’s subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter Restated Certificate of Incorporation or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable equivalent organizational or governing documents) of the Company or any of the Company Subsidiaries, in each case, its subsidiaries or affiliates as in effect on the date of this Agreement, Agreement and (y) any indemnification agreement of the Company or the Company Subsidiaries its subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(yy) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees as provided in the Company Charter current or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement former directors, officers, employees and representatives of the Company or the Company its Subsidiaries (“D&O Indemnified Parties”) as provided in their respective organizational documents or other applicable contract as in effect on the date of this Agreement any Contract shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent required by: (x) that the Company Charter or Company Bylaws, or its Subsidiaries would be permitted by applicable Law and to the articles or certificates of organization or incorporation or bylaws (or comparable fullest extent required by the organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this Agreement. Parent shall cause the articles of incorporation, (y) any indemnification agreement bylaws or other organizational documents of the Company or Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of Expenses and limitation of director, officer and employee liability that are no less favorable to the Company Subsidiaries or other applicable contract D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date hereof, which provisions thereafter shall not, for a period of this Agreementsix (6) years from the Effective Time, or (z) applicable Lawbe amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree Parent agrees that all rights to exculpationindemnification, indemnification and advancement or reimbursement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors, officers or employees of the Company and its Subsidiaries as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ their respective articles or certificates of incorporation or bylaws (or comparable equivalent organizational or governing documents) or in and any indemnification agreement or other similar agreements of the Company or the Company Subsidiaries or other applicable contract any of its Subsidiaries, in each case as in effect on the date of this Agreement shall survive and which the Mergers and Company has furnished to Parent prior to the date of this Agreement, shall continue in full force and effect in accordance with their terms. Parent The certificate of incorporation and bylaws or other equivalent organizational documents of the Surviving Entity Corporation and its Subsidiaries (to the extent the Company has furnished such organizational documents to Parent prior to the date of this Agreement) shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees contain provisions no less favorable with respect to all acts indemnification, advancement and reimbursement of expenses and exculpation from liabilities with respect to facts or omissions by them in their capacities as such circumstances occurring at any time or prior to the REIT Merger Effective Time, to Time than are set forth in the fullest extent required by: (x) the Company Charter certificate of incorporation and bylaws or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable equivalent organizational or governing documents) of any documents of the Company Subsidiaries, in each case, and its Subsidiaries (to the extent the Company has furnished such organizational documents to Parent prior to the date of this Agreement) as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (y6) years from the Effective Time in any indemnification agreement manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company Company, unless such modification shall be required by Law. From and after the Effective Time, to the fullest extent permitted by applicable Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the Company Subsidiaries or other applicable contract DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors), the Surviving Corporation agrees that it will indemnify and hold harmless each individual who is, as in effect on of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company as a director or officer of another Person, against all claims, losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements incurred in connection with any actual or threatened Action, whether civil, criminal, administrative, regulatory or investigative (zincluding with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that such individual is or was an officer or director of the Company or is or was serving at the request of the Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time. In the event of any such Action, (x) applicable Law, each such individual will be entitled to advancement of expenses incurred in the defense of any such Action in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and (iiy) not amend, repeal or otherwise modify the Surviving Corporation shall reasonably cooperate in the defense of any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesmatter.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the “D&O Indemnified Parties”), as the case may be, in each case, as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement documents of the Company or its Subsidiaries or any indemnification or similar agreements in effect as of the date hereof that have been made available to Parent or that are in substantially the form included in the Company Subsidiaries SEC Documents filed with or other applicable contract as in effect furnished to the SEC by the Company on or after the Spin Date and prior to the date of this Agreement Agreement, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Entity shall (Corporation and its Subsidiaries to perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions with respect to all acts exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or omissions by them in their capacities as such at any time prior comparable) liability that are no less favorable to the REIT Merger D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as of the Closing Date, which provisions thereafter shall not, for a period of at least six (6) years from the Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylawsbe amended, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties, except at required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Xxxxxx and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees the current or former directors, officers and employees, if any (the foregoing persons, the “D&O Indemnified Parties”), as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement case may be, of the Company or the Company its Subsidiaries or other applicable contract as provided in their respective organizational documents as in effect on the date of this Agreement or in any Contract shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. Parent and the The Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated by this Agreement), to the fullest extent required by: (x) that the Company Charter or Company Bylaws, or its Subsidiaries would be permitted by applicable Law and to the articles or certificates of organization or incorporation or bylaws (or comparable fullest extent required by the organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this Agreement. Parent shall cause the certificate of incorporation, (y) any indemnification agreement bylaws or other organizational documents of the Company or Surviving Corporation and its Subsidiaries to contain provisions with respect to exculpation, indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Company Subsidiaries or other applicable contract D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date of this Agreement, or which provisions thereafter shall not, for a period of six (z6) applicable Lawyears from the Effective Time, and (ii) not amendbe amended, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) ParentXxxxxx, REIT Merger Sub and Partnership Merger Sub 2 agree that all rights to exculpationindemnification, indemnification and advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees any Person who was or becomes prior to the Effective Time a director, officer or employee of the Company, including any person who is or was serving at the request of the Company as an officer, director or employee of a Subsidiary of the Company (the “D&O Indemnified Parties”) as provided in the Company Charter Documents or Company Bylaws or each in the Charter Documents of any Subsidiary of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract each case, as in effect on the date of this Agreement Agreement) shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and For a period of six years from the Effective Time, the Surviving Entity shall (Corporation shall, and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) , (i) indemnify, defend cause the Surviving Corporation’s Charter Documents and hold harmlessthe Charter Documents of any Subsidiary of the Company to contain provisions with respect to indemnification and exculpation of, and advance advancement of expenses to, Indemnitees with respect D&O Indemnified Parties that are at least as favorable to such D&O Indemnified Parties, in all acts or omissions by them material respects, as the indemnification, exculpation and advancement of expenses provisions contained in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company BylawsDocuments, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each caseas applicable, as in effect on the date of this Agreement, Agreement and (yii) maintain any indemnification agreement agreements of the Company or the Company and its Subsidiaries or other applicable contract as in effect on with any D&O Indemnified Party existing prior to the date of this Agreement, or (z) applicable Law, Agreement and (ii) not amend, repeal or otherwise modify any set forth on Section 5.10 of the Company Disclosure Letter on the terms set forth in such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesagreements.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees as provided the current or former directors, or officers of (or in a comparable role with) the Company Charter or Company Bylaws its Subsidiaries, or each of any person serving at the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement request of the Company or any of its Subsidiaries as a director or officer of (or in a comparable role with) another Person (the Company Subsidiaries or other applicable contract “D&O Indemnified Parties”), as in effect on the date of this Agreement case may be, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. terms (with respect to the Company’s organizational documents, it being agreed that after the Closing such rights shall be mandatory rather than permissive), and Parent shall and shall cause the Surviving Entity shall (Corporation and its Subsidiaries to perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions with respect to all acts exculpation, indemnification, contribution, advancement of expenses and limitation of director or omissions by them in their capacities as such at any time officer (or comparable) liability that are no less favorable to the D&O Indemnified Parties with respect to the period prior to Closing than those set forth in the REIT Merger Company’s and its Subsidiaries’ organizational documents as of the Closing Date, which provisions thereafter shall not, for a period of at least six (6) years from the Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylawsbe amended, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees any Indemnitee as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws by- laws (or comparable organizational or governing organization documents) of the Company or any of its subsidiaries or affiliates or in any indemnification agreement listed in Section 6.7(a) of the Company or Disclosure Letter (the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement “Indemnity Agreements”) shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years after the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses (subject to the person to whom expenses are advanced providing an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification) to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent permitted by Law and as required by: (xA) the Company Charter Amended and Restated Articles of Incorporation or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws By-laws (or comparable equivalent organizational or governing documents) of the Company or any of the Company Subsidiaries, in each case, its subsidiaries or affiliates as in effect on the date of this Agreement, Agreement and (yB) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Indemnity Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(xi)(A) and (i)(yB) above in any manner that would adversely affect the rights thereunder of any Indemnitees. The Company has made available to Parent true and complete copies of the Indemnity Agreements.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree ListCo agrees that all rights to exculpationindemnification, indemnification and advancement of expenses or exculpation (including all limitations on personal liability) existing as of the date of this Agreement in favor of each present and former director, officer or employee of Willow or any of its Subsidiaries provided for acts in their respective Organizational Documents or in any agreement to which Willow or any of its Subsidiaries is a party in respect of actions or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters actions or omissions occurring at or prior to the Merger Effective Time arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each out of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documentsTransaction) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers consummation of the Transaction and shall continue in full force and effect in accordance with their terms. Parent and For a period of six (6) years after the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, ListCo shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organizational Documents of Willow and its Subsidiaries or in any agreement to the fullest extent required by: (x) the Company Charter which Willow or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company its Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, is a party and (ii) shall not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesindividuals who at any time prior to the Merger Effective Time were directors, officers or employees of Willow or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Merger Effective Time (including actions or omissions occurring at or prior to the Merger Effective Time arising out of the Transaction); provided, however, that in the event any claim, action, suit, proceeding or investigation is pending, asserted or made either prior to the Merger Effective Time or within such six (6)-year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(a) in respect thereof shall continue until disposition thereof.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpationindemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the personal Liability of each present and former director, officer, employee, fiduciary, or agent of the Company provided for in the Company’s Charter Documents in effect as of the date hereof, shall continue to be honored and in full force and effect for a period of six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The Organizational Documents of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from Liability and advancement of expenses for acts that are at least as favorable as those currently provided in the Company’s certificate of incorporation and during such six (6) year period following the Effective Time, the Surviving Corporation shall not, and Parent shall cause the Surviving Corporation not to, amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at or prior to the Effective Time were directors, officers, employees, fiduciaries, or agents of the Company in respect to actions or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with including, without limitation, the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in unless such modification is required by applicable Legal Requirements. From and after the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Effective Time, Parent and the Surviving Entity shall (Corporation also agree, jointly and Parent shall cause severally, to indemnify and hold harmless the Surviving Entity present and any applicable Parent Subsidiaries to) former officers, directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) indemnifyprovided in any written indemnification agreements in effect between the Company and such individuals or (ii) required by the Company’s Charter Documents, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities each case as such at any time in effect immediately prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement, including the Merger), now existing in favor of the Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable such equivalent organizational or governing documents) or in documents of any indemnification agreement of the Company or the Company Company’s Subsidiaries or other applicable contract as in effect on the date of this Agreement Agreement) or in any Contract between such Indemnitee and the Company or any of its Subsidiaries (in each case as in effect on the date hereof) shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. From and after the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, to the fullest extent the Company would have been permitted to do so under applicable Law, Indemnitees with respect to (x) all acts or omissions by them in their capacities as such at any time at or prior to the REIT Merger Effective TimeTime or (y) any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to the Merger, this Agreement and any transactions contemplated hereby, in either case, to the fullest extent required by: permitted by (xi) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable such equivalent organizational or governing documents) documents of any of the Company Subsidiaries, in each case, Company’s Subsidiaries as in effect on the date of this Agreement), (yii) any indemnification agreement of the Company or the Company its Subsidiaries or other applicable contract as in effect on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnitees or (ziii) applicable Law. Parent shall cause the articles of incorporation, bylaws or other organizational documents of the Surviving Corporation and (ii) its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Indemnitees than those set forth in the Charter and Bylaws and the Company’s Subsidiaries’ organizational documents as of the date of this Agreement, which provisions thereafter shall not amendbe amended, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemnitees. Parent shall also cause the Surviving Corporation to honor the Company’s obligations pursuant to Section 6.6 of the Manhattan Merger Agreement. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.6.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Xxxxxx and Partnership Merger Sub agree Purchaser acknowledge that all rights to exculpationindemnification or exculpation now existing in favor of the directors, indemnification officers, employees and advancement agents of the Company and its Subsidiaries as provided in their respective charters or Bylaws or otherwise in effect as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect. After the Effective Time, Xxxxxx shall, or shall cause the Surviving Corporation to, indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its Subsidiaries (each an "Indemnified Party") against all losses, claims, damages, liabilities, fees and expenses for acts (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the prior written consent of Xxxxxx or the Surviving Corporation)) arising out of actions or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising to the full extent permitted under Utah law, the Company's Articles of Incorporation or Bylaws, in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract case as in effect on at the date hereof, including provisions therein relating to the advancement of this Agreement expenses incurred in the defense of any action or suit; PROVIDED, that nothing herein shall survive impair any rights or obligations of any present or former directors or officers of the Mergers and shall continue in full force and effect in accordance with their termsCompany. Parent and the Surviving Entity shall (and Parent b) Xxxxxx shall cause the Surviving Entity Corporation to maintain in effect for not fewer than six years from and after the Effective Time the policies of directors' and officers' liability insurance most recently maintained by the Company (provided that Xxxxxx may cause the Surviving Corporation to substitute therefor policies with reputable and financially sound carriers of at least the same coverage and containing terms and conditions no less advantageous as long as such substitution does not result in gaps or lapses in coverage with respect to claims arising from or related to matters occurring prior to the Effective Time); PROVIDED that in no event shall the Surviving Corporation be required to expend more than an amount per year equal to 150% of the current annual premiums paid by the Company (the "Premium Amount") to maintain or procure insurance coverage pursuant to this Section 7.1(b); PROVIDED, FURTHER, that if the Surviving Corporation is unable to obtain the insurance called for this Section 7.1(b), Xxxxxx shall cause the Surviving Corporation to obtain as much comparable insurance as is available for the Premium Amount per year. (c) Xxxxxx shall, or shall cause the Surviving Corporation to, pay all expenses (including reasonable attorneys' fees that may reasonably be incurred by the Indemnified Party in successfully enforcing the rights to which the Indemnified Party is entitled under this Agreement or the Surviving Corporation's Articles of Incorporation or Bylaws or is otherwise entitled. (d) In the event the Surviving Corporation, Xxxxxx or any applicable Parent Subsidiaries to) of their successors or assigns (i) indemnify, defend consolidates with or merges into any other person and hold harmless, and advance expenses to, Indemnitees with respect to all acts shall not be the continuing or omissions by them in their capacities as surviving corporation or entity of such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter consolidation or Company Bylaws, merger or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amendtransfers all or substantially all of its properties and assets to any person, repeal or otherwise modify any then, and in each such case, proper provisions referenced in subsections (i)(x) and (i)(y) above in any manner shall be made so that would adversely affect the rights thereunder of any Indemnitees.A-23

Directors’ and Officers’ Indemnification and Insurance. (a) ParentThe Merger Agreement provides for certain indemnification rights in favor of Silicon Image’s and its subsidiaries’ current and former directors, REIT Merger Sub and Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts officers or omissions occurring at or prior to employees. Following the REIT Merger Effective Time, whether asserted or claimed prior to, at or after Parent is obligated to cause the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ Surviving Corporation and its subsidiaries to honor and fulfill their obligations under their respective articles or certificates of incorporation or and bylaws (or comparable and other similar organizational or governing documents) and all indemnification agreements between Silicon Image or in any indemnification agreement of the Company its subsidiaries and any of their respective current or the Company Subsidiaries former directors, officers, employees, fiduciaries or other applicable contract as agents in effect on the date of this the Merger Agreement and which have been disclosed in Silicon Image’s confidential disclosure schedule for a period of six years after the Effective Time (the “Indemnification Agreements”). During that six year period, such provisions for indemnification shall survive the Mergers and shall continue remain in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (effect, and Parent shall cause not, nor shall it permit the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses Corporation to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above for indemnification in any manner that would adversely affect the rights thereunder of any Indemniteesindividual who at any time on or prior to the Effective Time was a director, officer, employee, fiduciary or agent of Silicon Image or its subsidiaries with respect to actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by the Merger Agreement), unless such modification is required by law; provided, however, that in the event any claim or claims are asserted or made either prior to the Effective Time or within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. For a period of six years after the Effective Time, Parent and the Surviving Corporation are required to maintain Silicon Image’s current directors’ and officers’ liability insurance (“D&O Insurance”), in respect of acts or omissions occurring at or prior to the Effective Time, covering each person covered by the D&O Insurance as of the date of the Merger Agreement, on terms with respect to the coverage and amounts no less favorable, in the aggregate, than those of the D&O Insurance in effect on the date of the Merger Agreement. The Surviving Corporation may substitute policies of Parent, the Surviving Corporation or any of their respective subsidiaries containing terms with respect to coverage and amounts no less favorable, in the aggregate, to such persons than the D&O Insurance. In satisfying their obligation to maintain D&O Insurance, Parent and the Surviving Corporation are not obligated to pay annual premiums in excess of 250% of the amount paid by Silicon Image for the D&O Insurance for its last full fiscal year. If the annual premiums of such insurance coverage exceed such 250% cap, Parent and the Surviving Corporation are obligated to obtain a policy with the greatest coverage available for a cost not exceeding such 250% cap. Prior to the Effective Time, notwithstanding anything to the contrary set forth in the Merger Agreement, Silicon Image may purchase a six-year “tail” prepaid policy on the D&O Insurance (“Tail Policy”) on terms and conditions no less favorable, in the aggregate, than the D&O Insurance and for an amount not to exceed 250% of the amount paid by Silicon Image for coverage for its last full fiscal year. If Silicon Image does not purchase the Tail Policy, Parent may purchase a Tail Policy subject to the same requirements. In the event that Silicon Image purchases the Tail Policy, Parent and the Surviving Corporation shall maintain such Tail Policy in full force and effect and continue to honor their respective obligations thereunder. If Parent or the Surviving Corporation or any of their respective successors or assigns consolidates or merges into any other entity in which it is not the surviving entity or transfers all or substantially all of its properties and assets, then such successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations summarized in this Section 11—“The Merger Agreement; Other Agreements—Directors’ and Officers’ Indemnification and Insurance.” The persons covered by the provisions of the Merger Agreement described in this section are intended third-party beneficiaries with respect to such provisions and Parent and the Surviving Corporation’s obligations summarized in this Section 11—“The Merger Agreement; Other Agreements—Directors’ and Officers’ Indemnification and Insurance” shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any such person without their prior written consent.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees as provided the current or former directors, officers or employees of (or in a comparable role with) the Company Charter or Company Bylaws its Subsidiaries, or each of any person serving at the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the Company Subsidiaries or other applicable contract "D&O Indemnified Parties"), as in effect on the date of this Agreement case may be, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Entity shall (Corporation and its Subsidiaries to perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions with respect to all acts exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or omissions by them in their capacities as such at any time prior comparable) liability that are no less favorable to the REIT Merger D&O Indemnified Parties than those set forth in the Company's and its Subsidiaries' organizational documents as of the Closing Date, which provisions thereafter shall not, for a period of at least six years from the Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylawsbe amended, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub and Partnership Merger Sub agree LMHC agrees that all rights to exculpationindemnification, indemnification and advancement of expenses for acts and exculpation by each of SAM and STFC (or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), of their respective Subsidiaries) now existing in favor of Indemnitees each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing a director or officer of SAM, STFC or any of their respective Subsidiaries (each an “Indemnified Party”) as provided in the Company Charter Organizational Documents of SAM, STFC or Company Bylaws or each any of the Company their respective Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) , or in any written indemnification agreement to which SAM, STFC or any of the Company or the Company their respective Subsidiaries or other applicable contract is a party as of March 31, 2021, in each case as in effect on the date of this Agreement shall be assumed by Reorganized SAM or the Surviving Corporation, as applicable in the Transactions, without further action, and shall survive the Mergers Transactions and shall continue remain in full force and effect in accordance with their terms. Parent During the period beginning on the Closing Date and ending on the sixth (6th) anniversary of the Closing Date, each of Reorganized SAM and the Surviving Entity shall (Corporation shall, and Parent LMHC shall cause each of Reorganized SAM and the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses Corporation to, Indemnitees maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Organizational Documents of SAM and STFC, as applicable, as in effect immediately prior to the Closing with respect to all acts or omissions by them in their capacities as such any Indemnified Party occurring at any time or prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable LawClosing, and (ii) shall not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any IndemniteesIndemnified Party, except as amendments may be required by applicable Law during such period.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement, including the Merger), now existing in favor of the Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable such equivalent organizational or governing documents) or in documents of any indemnification agreement of the Company or the Company Company’s Subsidiaries or other applicable contract Affiliates as in effect on the date of this Agreement Agreement) or in any Contract between such Indemnitee and the Company or any of its Subsidiaries (in each case as in effect on the date hereof) shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. From and after the Effective Time, Parent and the Surviving Entity Corporation shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, to the fullest extent the Company would have been permitted to do so under applicable Law, Indemnitees with respect to (x) all acts or omissions by them in their capacities as such at any time at or prior to the REIT Merger Effective TimeTime or (y) any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to the Merger, this Agreement and any transactions contemplated hereby, in either case, to the fullest extent required by: permitted by (xi) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws Bylaws (or comparable such equivalent organizational or governing documents) documents of any of the Company’s Subsidiaries or Affiliates as in effect on the date of this Agreement), (ii) any indemnification agreement of the Company Subsidiaries, in each case, or its Subsidiaries or other applicable Contract as in effect on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnitees or (yiii) any indemnification agreement applicable Law. Parent shall cause the certificate of formation, bylaws or other organizational documents of the Company or Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Company Subsidiaries or other applicable contract Indemnitees than those set forth in the Charter and Bylaws and the Company’s Subsidiaries’ organizational documents as in effect on of the date of this Agreement, or (z) applicable Lawwhich provisions thereafter shall not be amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Sub agree that all rights to exculpation, indemnification and exculpation from liabilities, including advancement of expenses expenses, for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time a director or officer of the Company or any of its Subsidiaries (the “D&O Indemnified Parties”) as provided in the Company Charter or Company Certificate of Incorporation, the Bylaws or each of any indemnification Contract between such directors or officers and the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract each case, as in effect on on, and in the case of any indemnification Contracts, to the extent made available to Parent prior to, the date of this Agreement Agreement) shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. Parent and For a period of six (6) years from the Effective Time, the Surviving Entity shall (Corporation shall, and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses Corporation to, Indemnitees maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Certificate of Incorporation and Bylaws as in effect immediately prior to the Effective Time solely with respect to all acts or omissions by them in their capacities as such at any time occurring prior to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, Time and (ii) shall not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner that would adversely affect the rights thereunder of any IndemniteesD&O Indemnified Parties; provided, however, that all rights to indemnification in respect of any action pending or asserted or any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. From and after the Effective Time, Parent shall guarantee and stand surety for, and shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.6.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees as provided the current or former directors, officers or employees of (or in a comparable role with) the Company Charter or Company Bylaws its Subsidiaries, or each of any person serving at the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement request of the Company or any of its Subsidiaries as a director, officer, employee, agent or fiduciary of (or in a comparable role with) another Person (the Company Subsidiaries or other applicable contract “D&O Indemnified Parties”), as in effect on the date of this Agreement case may be, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Entity shall (Corporation and its Subsidiaries to perform such obligations thereunder. From and after the Effective Time, Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions with respect to all acts exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or omissions by them in their capacities as such at any time prior comparable) liability that are no less favorable to the REIT Merger D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as of the Closing Date, which provisions thereafter shall not, for a period of at least six years from the Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylawsbe amended, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable Law, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. Parent agrees that for the entire period from the Effective Time until six years after the Effective Time, (a) ParentParent will, REIT Merger Sub and Partnership Merger Sub agree that all rights will cause the Surviving Corporation to, indemnify and hold harmless, to exculpationthe extent provided in the certificate of incorporation and by-laws of the Company in the form provided to Parent prior to the date of this Agreement, indemnification and advancement of expenses for acts or omissions occurring at each person who on or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter was a director or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement officer of the Company or the Company any of its Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them such person in their capacities his or her capacity as such at any time prior such; (b) Parent will, and will cause the Surviving Corporation to, maintain the Company's current directors' and officers' insurance and indemnification policy and related arrangements, or a substantially equivalent policy and related arrangements, subject in either case to terms and conditions substantially as advantageous to the REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any present and former directors and officers of the Company Subsidiaries, and any of its Subsidiaries as those contained in each case, as the policy and arrangements in effect on the date of this Agreementhereof and disclosed to Parent, (y) any indemnification agreement for all present and former directors and officers of the Company and any of its Subsidiaries covering claims made and insurable events with respect to matters arising or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreementomissions occurring before, on, or existing at, the Effective Time (zprovided that the Surviving Corporation will not be required to maintain such policy except to the extent that the aggregate annual cost of maintaining such policy is not in excess of one hundred and fifty percent (150%) applicable Lawof the current annual cost, in which case the Surviving Corporation shall maintain such policies up to an annual cost of one hundred and fifty percent (150%) of the current annual cost); and (iic) not amendParent will cause the Surviving Corporation to maintain the existing indemnification provisions (including, repeal or otherwise modify any such provisions referenced for expense advances for present and former Company officers and directors) in subsections (i)(x) the Surviving Corporation's certificate of incorporation and (i)(y) above in any manner that would adversely affect the rights thereunder of any Indemniteesbylaws.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Acquisition Sub and Partnership Merger Acquisition Sub 2 agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers, managers, or employees, as the case may be, of the Company, its Subsidiaries or the Company External Adviser (to the extent related to the management of the Company) (collectively, the “D&O Indemnified Parties”), as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ their respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract documents as in effect on the date of this Agreement or in any Contract disclosed or made available to Parent prior to the date hereof shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to the D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent permitted by Applicable Law as required by: (x) by the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this Agreement; provided, however, that all rights to indemnification in respect of any action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. For a period of six years following the Effective Time, Parent shall cause the Surviving Corporation’s (yand any of its successors’) any indemnification agreement certificate of the Company or the Company Subsidiaries incorporation, bylaws or other applicable contract organizational documents to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability with respect to the D&O Indemnified Parties and the period prior to the Effective Time that are no less favorable to the D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date of this Agreement, or (z) applicable Lawwhich provisions thereafter shall not be amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) All rights to indemnification by the Company or any of its Subsidiaries existing in favor of those Persons who are present or former directors and officers of the Company or any of its Subsidiaries and each fiduciary under benefit plans of the Company or any of its Subsidiaries (the “Indemnified Parties”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company or any of its Subsidiaries (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Parties (as in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, REIT shall survive the Merger Sub and Partnership Merger Sub agree that all rights the Surviving Corporation shall cause them to be observed by the Surviving Corporation and its Subsidiaries to the fullest extent permitted under Delaware Law. In furtherance of the foregoing, for not less than six (6) years from and after the Effective Time, the certificate of incorporation and by-laws of the Surviving Corporation and the certificate of incorporation and by-laws (or other similar documents) of each of the Company’s Subsidiaries shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses for acts periods at or prior to the Effective Time than are currently set forth in the certificate of incorporation and bylaws of the Company or the equivalent organizational documents of any Subsidiary of the Company. From and after the Effective Time, Parent shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless each Indemnified Party against (i) all losses, expenses (including reasonable attorneys’ fees and expenses), judgments, fines, claims, damages or liabilities or, subject to the proviso of the next sentence, amounts paid in settlement, arising out of actions or omissions occurring at or prior to the REIT Merger Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) to the extent that they are based on or arise out of the fact that such Person is or was a director, officer or fiduciary under benefit plans, including payment on behalf of or advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, (the “Indemnified Liabilities”), and (ii) all Indemnified Liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (Time, and including any matters arising expenses incurred in connection with the transactions contemplated by enforcing such Person’s rights under this Agreement)Section 6.08; provided, now existing in favor that (x) none of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company Parent or the Company Subsidiaries Surviving Corporation shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or other applicable contract as in effect delayed); and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, none of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and or the Surviving Entity Corporation shall be obligated under this Section 6.08(a) to pay the fees and expenses of more than one legal counsel (and Parent shall cause selected by a plurality of the Surviving Entity and applicable Indemnified Parties) for all Indemnified Parties in any applicable Parent Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees jurisdiction with respect to all acts or omissions by them in their capacities as such at any time prior single legal action except to the REIT Merger extent that, on the advice of any such Indemnified Party’s counsel, two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action. In the event of any such loss, expense, claim, damage or liability (whether or not asserted before the Effective Time), to the fullest extent required by: (x) Surviving Corporation shall pay the Company Charter or Company Bylaws, or reasonable fees and expenses of counsel selected by the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, (y) any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement, or (z) applicable LawIndemnified Parties promptly, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above in any manner event within thirty (30) days, after statements therefor are received and otherwise advance to such Indemnified Party upon request, reimbursement of documented expenses reasonably incurred (provided that, if legally required, the Person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that would adversely affect the rights thereunder of any Indemniteessuch Person is not legally entitled to indemnification under Law).

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, indemnification indemnification, contribution and advancement of expenses for facts, events, acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the “D&O Indemnified Parties”), as the case may be, in each case, as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement documents of the Company or the Company its Subsidiaries or other applicable contract any indemnification or similar agreements as in effect on of the date of this Agreement as listed on Section 6.6(a) of the Company Disclosure Letter, shall survive the Mergers Merger and shall continue in full force and effect in accordance with their terms. terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Entity shall (Corporation and its Subsidiaries to perform such obligations thereunder. Parent shall cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Entity Corporation and any applicable Parent its Subsidiaries to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to contain provisions with respect to all acts exculpation, indemnification, advancement of expenses and limitation of director, officer and employee (or omissions by them in their capacities as such at any time prior comparable) liability that are no less favorable to the REIT Merger Effective Time, to D&O Indemnified Parties than those set forth in the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates Company’s and its Subsidiaries’ organizational documents as of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company Subsidiaries, in each case, as in effect on the date of this Agreement, which provisions thereafter shall not, for a period of at least six (y6) any indemnification agreement of years from the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this AgreementEffective Time, or (z) applicable Lawbe amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties except as required by applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent, REIT Merger Sub Parent and Partnership Merger Acquisition Sub agree that all rights to exculpation, exculpation and indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreementhereby), now existing in favor of Indemnitees the current or former directors, officers and employees, if any (“D&O Indemnified Parties”), as provided in the Company Charter or Company Bylaws or each of the Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement case may be, of the Company or the Company its Subsidiaries as provided in their respective organizational documents or other applicable contract as in effect on the date of this Agreement any Contract shall survive the Mergers Merger and shall continue in full force and effect in accordance with their termseffect. Parent and the Surviving Entity shall (and Parent shall cause the Surviving Entity and any applicable Parent Subsidiaries Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the REIT Merger Effective TimeTime (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent required by: (x) that the Company Charter or Company Bylaws, or its Subsidiaries would be permitted by applicable Law and to the articles or certificates of organization or incorporation or bylaws (or comparable fullest extent required by the organizational or governing documents) of any documents of the Company Subsidiaries, in each case, or its Subsidiaries as in effect on the date of this Agreement. Parent shall cause the articles of incorporation, (y) any indemnification agreement bylaws or other organizational documents of the Company or Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Company Subsidiaries or other applicable contract D&O Indemnified Parties than those set forth in the Company’s and its Subsidiaries’ organizational documents as in effect on of the date hereof, which provisions thereafter shall not, for a period of this Agreementsix (6) years from the Effective Time, or (z) applicable Lawbe amended, and (ii) not amend, repeal repealed or otherwise modify any such provisions referenced in subsections (i)(x) and (i)(y) above modified in any manner that would adversely affect the rights thereunder of any Indemniteesthe D&O Indemnified Parties.