Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) From and after the Effective Time, (i) Parent agrees that it shall cause each of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) From and For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (i) and Parent agrees that it shall cause each of the Surviving Corporation Company or Merger LLC to) maintain officers’ and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, directors’ liability insurance in each case respect of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs acts or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted Time covering each such person currently covered by the certificates Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of incorporationsuch policy in effect on the date hereof; provided, bylawshowever, indemnification agreements and other organizational documents that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the Acquired Companies, as applicable, amount per policy period the Company paid in effect as of its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and made if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to Parent 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the date of this Agreement) Effective Time, which policies provide such directors and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer to whom expenses are advanced provides officers with coverage for an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a aggregate period of not less than six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time provisions Time, including in their respective certificates respect of incorporationthe transactions contemplated by this Agreement; provided, bylawshowever, certificates that the amount paid for such prepaid policies does not exceed 300% of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time Current Premium. If such prepaid policies have been obtained prior to the Closing that are no less favorable to those Persons than Effective Time, the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement Surviving Company or Merger LLC shall (and made available Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to Parent prior to honor the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons obligations thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) From All rights to indemnification by any Acquired Corporation existing in favor of those Persons who are or were directors and/or officers of any Acquired Corporation as of or prior to the date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and/or officers of any Acquired Corporation occurring prior to the Effective Time pursuant to any indemnification agreements in effect immediately prior to the Closing and the Articles of Association of the Acquired Corporations (the “Indemnification Documents”) shall survive the Merger and be observed by the Surviving Company to the fullest extent available under the Indemnification Documents and applicable law for a period of seven years from the date on which the Merger becomes effective, and Parent, Alkaloida, TDC and SPH shall cause the Surviving Company to so observe such rights (including, to the extent necessary, by providing funds to ensure such observance). Without limiting the foregoing, Parent, from and after the Effective Time, (i) Parent agrees that it shall cause each of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to Time until seven years from the Effective Time, whether asserted or claimed prior toshall cause, at or after unless otherwise required by law, the Effective Time, to the fullest extent permitted by the certificates Articles of incorporation, bylaws, indemnification agreements Association and other comparable organizational documents of the Acquired CompaniesSurviving Company and each of the Company Subsidiaries to contain provisions no less favorable to the Indemnified Persons with respect to exculpation and limitation of liabilities of directors and officers, as applicable, in effect insurance and indemnification than are set forth as of the date of this Agreement (in the Company Articles of Association and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other comparable organizational documents of the Acquired Companiesrelevant Company Subsidiaries, as applicablewhich provisions shall not be amended, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal repealed or otherwise modify such provisions modified in any respect a manner that would materially adversely affect the rights thereunder of those the Indemnified Persons thereunder, in each case, except as required by Applicable Lawwith respect to exculpation and limitation of liabilities or insurance and indemnification.

Indemnification of Officers and Directors. (a) From and For six (6) years after the Effective Time, (i) Parent agrees that it shall, or shall cause the Surviving Company to, maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a), neither Parent nor the Surviving Company shall be obligated to pay annual premiums in excess of 250% of the Surviving Corporation and Surviving Limited Partnerships to, (ii) amount per policy period the Company, as Company paid in its last full fiscal year prior to the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) date hereof (the “Company Indemnified PartiesCurrent Premium”) against and if such premiums for such insurance would at any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason time exceed 250% of the fact that he Current Premium, then the Surviving Company shall (and Parent shall cause the Surviving Company to) cause to be maintained policies of insurance that, in the Surviving Company’s and Parent’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if the Company elects to obtain prepaid “tail” or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or “runoff” policies prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements which policies provide such directors and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer to whom expenses are advanced provides officers with coverage for an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a aggregate period of not less than six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time provisions Time, including in their respective certificates respect of incorporationthe transactions contemplated by this Agreement; provided, bylawshowever, certificates that the amount paid for such prepaid policies does not exceed 250% of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time Current Premium. If such prepaid policies have been obtained prior to the Closing that are no less favorable to those Persons than Effective Time, the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement Surviving Company shall (and made available Parent shall cause the Surviving Company to) maintain such policies in full force and effect for their full term, and continue to Parent prior to honor the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons obligations thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time, (i) Parent agrees that it shall cause each now existing in favor of the Surviving Corporation current or former directors or officers of the Company and Surviving Limited Partnerships to, any indemnification or other similar agreements of the Company filed as an exhibit to the Company SEC Documents at least two (ii2) business days prior to the Company, as date hereof or listed in Section 3.9 of the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shallCompany Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company to perform its obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the foregoing clauses (i)Effective Time, (ii) Parent shall cause the Surviving Corporation to, and (iii) (as applicable)the Surviving Corporation agrees that it will, indemnify and hold harmless each present and former individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director and or officer of the Acquired Companies (in their capacity Company or who is as such) 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 (the “Company Indemnified PartiesPersons”) ), against any costs or expenses (including reasonable and documented attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements, liabilities or amounts paid in settlement incurred in connection with any threatenedclaim, pending action, suit or completed Proceedingproceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining investigative (including with respect to matters existing or occurring 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 the Indemnified Person is or was a director or officer 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, to the fullest extent permitted by under applicable Legal Requirements. In the certificates event of incorporationany such claim, bylawsaction, indemnification agreements and other suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation in accordance with the organizational documents and any indemnification or other similar agreements of the Acquired Companies, Surviving Corporation as applicable, in effect as of the date of this Agreement (and made available to Parent prior to on the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, to repay such advance advances if it is ultimately determined by a final and non-appealable judgment of a court of competent jurisdiction adjudication that such person Indemnified Person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies and (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement toy) the Persons who were directors or officers Surviving Corporation shall reasonably cooperate in the defense of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Lawmatter.

Indemnification of Officers and Directors. (a) From The Parties agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and after all limitations on the Effective Time, (i) Parent agrees that it shall cause each personal liability of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer director, officer, employee, or agent of SWMAC, SWWC or any of the Acquired Companies (SWWC Subsidiaries, or any of the Contributed Corix Entities provided for in their capacity as such) (the “Company Indemnified Parties”) against any costs respective Organizational Documents or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted policies adopted by the certificates respective Boards of incorporationDirectors of Corix, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, CIUS or SWWC in effect as of the date of this Agreement (hereof, shall continue to be honored and made available to Parent prior to the date of this Agreement) in full force and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from after the Effective Time provisions Closing Date; provided, however, that all rights to indemnification in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers respect of any Acquired Company at any time prior claims asserted or made within such period shall continue until the disposition of such claim. The CIUS Shareholders Agreement will contain provisions with respect to the Closing indemnification, exculpation from liability and advancement of expenses that are no less at least as favorable to as those Persons than currently in the certificates Organizational Documents of incorporationSWMAC, bylawsSWWC, indemnification agreements the SWWC Subsidiaries, Corix and other organizational documents of the Acquired CompaniesContributed Corix Entities, as applicable, in each caseand, as of during such six (6) year period following the date of this Agreement (Closing Date, IIF Subway and made available to Parent prior to the date of this Agreement) Corix shall not and (B) shall cause CIUS not to amend, repeal or otherwise modify such provisions in any respect manner that would materially and adversely affect the rights thereunder of those Persons thereunderindividuals who at any time prior to the Closing Date was a director, officer, employee, or agent of SWMAC, SWWC, an SWWC Subsidiary or a Contributed Corix Entity (as applicable) in respect of actions or omissions occurring at or prior to the Closing Date, unless such modification is required by applicable Laws. From and after the Closing Date, IIF Subway and Corix also agree, to cause CIUS to indemnify and hold harmless the present and former officers, directors, employees, and agents of SWMAC, SWWC, the SWWC Subsidiaries and the Contributed Corix Entities (as applicable) in respect of acts or omissions occurring prior to the Closing Date to the extent (i) provided in any written indemnification agreements with such individuals in effect as of the date hereof or (ii) required by the Organizational Documents of SWMAC, SWWC, the SWWC Subsidiaries or the Contributed Corix Entities, in each case, except case as required by Applicable Lawin effect immediately prior to the Closing Date.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time, (i) Parent agrees that it shall cause each now existing in favor of the Surviving current or former directors or officers of any Acquired Corporation pursuant to the organizational documents thereof and Surviving Limited Partnerships to, (iiany indemnification or other similar agreements of any Acquired Corporation set forth in Section 5.5(a) of the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shallCompany Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and the Acquired Corporations shall perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the foregoing clauses (i)Effective Time, (ii) Parent shall, and (iii) (as applicable)shall cause its Subsidiaries to, indemnify and hold harmless each present and former individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director and or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies (in their capacity Corporation as such) a director or officer of another Person (the “Company Indemnified PartiesPersons”) ), against any costs or expenses (including reasonable and documented attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements, liabilities or amounts paid in settlement incurred in connection with any threatenedclaim, pending action, suit or completed Proceedingproceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining investigative (including with respect to matters existing or occurring 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 the Indemnified Person is or was a director or officer of any Acquired Corporation or is or was serving at the request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by under applicable Legal Requirements. In the certificates event of incorporationany such claim, bylawsaction, indemnification agreements and other organizational documents of the Acquired Companiessuit or proceeding, as applicable(x) Parent shall, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company its Subsidiaries to, promptly pay, in advance expenses as incurred by each present and former director and officer of the Acquired Companies (final disposition of such claim, action, suit or proceeding, any expenses incurred in their capacity as such) to the fullest extent permitted defense thereof by the certificates Indemnified Person upon receipt of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer to whom expenses are advanced provides an undertaking by such Indemnified Person to repay such advance amount if it is shall ultimately be determined by a final and non-appealable judgment of a court of competent jurisdiction that such person Indemnified Person is not entitled to indemnification under Law. Without limiting be indemnified pursuant to the foregoingpreceding sentence and (y) Parent shall, Parent and shall cause its Subsidiaries to, reasonably cooperate in the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers defense of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Lawmatter.

Indemnification of Officers and Directors. (a) From and For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (i) and Parent agrees that it shall cause each of the Surviving Corporation Company or Merger LLC to) maintain officers’ and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, directors’ liability insurance in each case respect of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs acts or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted Time covering each such person currently covered by the certificates Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of incorporationsuch policy in effect on the date hereof; provided, bylawshowever, indemnification agreements and other organizational documents that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 200% of the Acquired Companies, as applicable, amount per policy period the Company paid in effect as of its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and made if such premiums for such insurance would at any time exceed 200% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to Parent 200% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the date of this Agreement) Effective Time, which policies provide such directors and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer to whom expenses are advanced provides officers with coverage for an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a aggregate period of not less than six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time provisions Time, including in their respective certificates respect of incorporationthe transactions contemplated by this Agreement; provided, bylawshowever, certificates that the amount paid for such prepaid policies does not exceed 200% of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time Current Premium. If such prepaid policies have been obtained prior to the Closing that are no less favorable to those Persons than Effective Time, the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement Surviving Company or Merger LLC shall (and made available Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to Parent prior to honor the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons obligations thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) From and after the Effective Time, (i) Parent agrees that it shall will, and will cause each of the Surviving Corporation and Surviving Limited Partnerships Company to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company "Indemnified Parties”) "), against any costs or expenses (including reasonable and documented attorneys’ ' fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatenedclaim, pending action, suit, proceeding or completed Proceedinginvestigation, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted by the certificates under Delaware law and its Certificate of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, Incorporation or bylaws in effect as of on the date of this Agreement hereof to indemnify such Indemnified Party (and made available to Parent prior to and the date of this Agreement) and subject to Applicable Law. Parent Company shall also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by under applicable Law, provided the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance advances if it is ultimately determined by a final and non-appealable judgment of a court of competent jurisdiction that such person Indemnified Party is not entitled to indemnification under Lawindemnification). Without limiting (b) For a period of six years after the foregoingEffective Time, Parent shall maintain or shall cause the Acquired Companies (A) Company to maintain (to the extent available in the market) in effect a directors' and officers' liability insurance policy covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy (copies of which have been heretofore delivered by the Company to Parent) with coverage in amount and scope at least as favorable as the Company's existing coverage; provided that in no event shall Parent or the Company be required to expend in the aggregate in excess of 200% of the annual premium currently paid by the Company for a period such coverage; and if such premium would at any time exceed 200% of not less than six the such amount, then Parent or the Company shall maintain insurance policies which provide the maximum and best coverage available at an annual premium equal to 200% of such amount. (6c) years from The provisions of this Section 5.09 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. SECTION 5.10. REPAYMENT OF BANK DEBT AND SENIOR SUBORDINATED NOTES. Parent agrees to cause the Company to, and provide the Company with sufficient funds to, (i) at the Effective Time provisions repay all amounts outstanding under that certain Credit Agreement, as amended, among the Company, various lending institutions and The Chase Manhattan Bank, N.A. dated as of October 6, 1995 (the "Bank Debt") in their respective certificates the manner required by such agreement, and (ii) perform the Company's obligations set forth in Section 4.15 (Change of incorporationControl) of that certain Indenture dated as of November 22, bylaws1995 between the Company and Marine Midland Bank, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior as Trustee with respect to the Closing that are no less favorable to those Persons than Company's $100,000,000 11-1/2% Senior Subordinated Notes (the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law"Senior Subordinated Notes"). ARTICLE VI.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Company and any indemnification or other similar agreements of any Acquired Company, (i) in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent agrees that it shall cause each the Acquired Companies to perform their obligations thereunder. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent and the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each the Surviving Limited Partnership Corporation’s Subsidiaries to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees agree that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable)they will, indemnify and hold harmless each present and former individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director and or officer of any Acquired 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 any Acquired Companies (in their capacity Company as such) a director or officer of another Person (the “Company Indemnified PartiesPersons”) ), against any costs or expenses (including reasonable and documented attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements, liabilities or amounts paid in settlement incurred in connection with any threatenedclaim, pending action, suit or completed Proceedingproceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining investigative (including with respect to matters existing or occurring 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 the Indemnified Person is or was a director or officer of any Acquired Company or is or was serving at the request of any Acquired Company as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by under applicable Legal Requirements. In the certificates event of incorporationany such claim, bylawsaction, indemnification agreements and other organizational documents suit or proceeding, (x) each Indemnified Person will be entitled to advancement of expenses incurred in the Acquired Companiesdefense of any such claim, action, suit or proceeding from Parent, the Surviving Corporation or its Subsidiaries, as applicable, in effect as accordance with the organizational documents and any indemnification or other similar agreements of the date of this Agreement (and made available to Parent prior to Surviving Corporation or its Subsidiaries, as applicable, as in effect on the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer Indemnified Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification or other similar agreements, as applicable, to repay such advance advances if it is ultimately determined by a final and non-appealable judgment of a court of competent jurisdiction adjudication that such person Indemnified Person is not entitled to indemnification under Law. Without limiting and (y) Parent, the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements Surviving Corporation and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companiesits Subsidiaries, as applicable, shall reasonably cooperate in each case, as the defense of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify any such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Lawmatter.

Indemnification of Officers and Directors. (a) From and after the Effective Time, (i) Parent agrees that it shall cause each all rights to indemnification, advancement of expenses and exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring its Subsidiaries at or prior to the Effective TimeTime (the “Indemnified Persons”) for their acts and omissions as directors and officers, whether asserted employees or claimed agents of the Company or its Subsidiaries occurring prior to, at or after to the Effective Time, to as provided in the fullest extent permitted by the certificates Company’s certificate of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, incorporation or bylaws (as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (provided in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, any indemnification agreements between the Company and other organizational documents of the Acquired Companies, said Indemnified Persons (as applicable, in effect as of the date of this Agreement (Agreement) identified in Part 2.10(a)(viii) of the Company Disclosure Schedule, to survive the Merger and made available to Parent prior be observed and performed by the Surviving Corporation and any applicable Subsidiaries to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer to whom expenses are advanced provides an undertaking to repay such advance if it is determined fullest extent permitted by a final and non-appealable judgment of a court of competent jurisdiction that such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain Delaware law for a period of not less than six (6) years from the Effective Time Closing Date, which provisions governing such rights shall not be amended, repealed, abrogated or otherwise modified in their respective certificates any manner that would adversely affect any Indemnified Persons. Parent shall, for a period of incorporationsix years from the Closing Date, bylawscause the certificate of incorporation and bylaws (or comparable organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions no less favorable with respect to indemnification, certificates advancement of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification expenses and exculpation of Indemnified Persons as are presently set forth in the certificate of incorporation and bylaws of the Company and such Subsidiaries, and such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions without such person’s prior written consent. Parent guarantees the full and timely performance of the obligations of the Surviving Corporation and its Subsidiaries under this Section 5.4(a). (b) From the Effective Time until the sixth anniversary of the date on which the Merger becomes effective, the Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and provisions relating to expense advancement to) the Persons who were omissions as directors or and officers of any Acquired the Company at any time occurring prior to the Closing that are no less favorable to those Persons than Effective Time, the certificates existing policy of incorporation, bylaws, indemnification agreements directors’ and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law.officers’ 57

Indemnification of Officers and Directors. (a) From The Parties agree that, to the fullest extent permitted by applicable Legal Requirements, all rights to indemnification, advancement of expenses and after exculpation by the Effective Time, (i) Parent agrees that it shall cause each Company or another Acquired Company existing in favor of the Surviving Corporation those Persons who are directors and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer officers of any Acquired Company as of the date of this Agreement or have been directors or officers of any Acquired Company in the past (the “Indemnified Persons”) for their acts and arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, Time (whether asserted or claimed prior to, at or after the Effective Time), to as provided in the fullest extent permitted by the certificates articles of incorporation, bylaws, indemnification agreements incorporation and other organizational documents bylaws (or applicable governing documents) of the applicable Acquired Companies, Company (as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this AgreementParent) and subject to Applicable Law. Parent also agrees to cause each as provided in the indemnification agreements between the Acquired Company and such Indemnified Persons as set forth on Section 5.5(a) of the Acquired Companies to, Company Disclosure Letter and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement) , shall survive the Closing and subject to Applicable Law; provided the fullest extent permitted under applicable Legal Requirements shall not be amended, repealed or otherwise modified in any manner that any would adversely affect the rights thereunder of such present or former director Indemnified Persons with respect to indemnification, advancement of expenses and officer exculpation without an affected Person’s prior written consent, and shall be observed by the Surviving Corporation and its Subsidiaries 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 such person is not entitled to indemnification the fullest extent available under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain applicable Legal Requirements for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporationTime, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of any claim made pursuant to such rights within such six (and provisions relating 6)-year period shall continue to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior be subject to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this AgreementSection 5.5(a) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights provided under this Section 5.5(a) until disposition of those Persons thereunder, in each case, except as required by Applicable Lawsuch claim (even if after such six (6)-year period).

Indemnification of Officers and Directors. (a) From All rights to indemnification by any Acquired Corporation existing in favor of those Persons who are or were directors and/or officers of any Acquired Corporation as of or prior to the date of this Agreement (the “Indemnified Persons”) for their acts and omissions as directors and/or officers of any Acquired Corporation occurring prior to the Effective Time pursuant to those indemnification agreements listed at Part 4.6 of the Company Disclosure Schedule and the Articles of Association of the Acquired Corporations (the “Indemnification Documents”) shall survive the Merger and be observed by the Surviving Company to the fullest extent available under the Indemnification Documents and applicable law for a period of seven years from the date on which the Merger becomes effective, and Parent and Alkaloida shall cause the Surviving Company to so observe such rights (including, to the extent necessary, by providing funds to ensure such observance). Without limiting the foregoing, Parent, from and after the Effective Time, (i) Parent agrees that it shall cause each of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to Time until seven years from the Effective Time, whether asserted or claimed prior toshall cause, at or after unless otherwise required by law, the Effective Time, to the fullest extent permitted by the certificates Articles of incorporation, bylaws, indemnification agreements Association and other comparable organizational documents of the Acquired CompaniesSurviving Company and each of the Company Subsidiaries to contain provisions no less favorable to the Indemnified Persons with respect to exculpation and limitation of liabilities of directors and officers, as applicable, in effect insurance and indemnification than are set forth as of the date of this Agreement (in the Company Articles of Association and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other comparable organizational documents of the Acquired Companiesrelevant Company Subsidiaries, as applicablewhich provisions shall not be amended, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal repealed or otherwise modify such provisions modified in any respect a manner that would materially adversely affect the rights thereunder of those the Indemnified Persons thereunder, in each case, except as required by Applicable Lawwith respect to exculpation and limitation of liabilities or insurance and indemnification.

Indemnification of Officers and Directors. (a) From and For six years after the Effective Time, (i) Parent agrees that it shall, or shall cause each of the Surviving Corporation and Surviving Limited Partnerships to, (ii) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.4(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300% of the amount per annum the Company paid in its last full fiscal year prior to the date of this Agreement as set forth on Part 6.4(a) of the Company Disclosure Schedule (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, provide the maximum coverage available at an annual premium not in each case excess of 300% of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer Current Premium. The provisions of the Acquired Companies (in their capacity as such) (immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted which policies provide such Persons currently covered by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer to whom expenses are advanced provides policies with coverage for an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a aggregate period of not less than six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time provisions Time, including, in their respective certificates respect of incorporationthe Contemplated Transactions; provided, bylawshowever, certificates that the amount paid for such prepaid policies does not exceed 300% of limited partnershipthe Current Premium. At Parent’s request, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time shall obtain such prepaid policies prior to the Closing that are no less favorable Effective Time, with such policies to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, be effective as of the date of this Agreement (and made available to Parent Effective Time. If such prepaid policies have been obtained prior to the date of this AgreementEffective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and (B) not effect for their full term, and continue to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect honor the rights of those Persons obligations thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) From and after the Effective TimeTime until the six (6) year anniversary of the Closing, (i) Parent agrees that it shall cause each of the Surviving Corporation shall (and Surviving Limited Partnerships to, (ii) the Company, as if the Surviving CorporationCorporation for any reason cannot, agrees that it shall and shall cause each Surviving Limited Partnership to and (iiithe Parent shall) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer the individuals who at any time prior to the Effective Time were directors or officers of the an Acquired Companies (in their capacity as such) Corporation (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ feesfees and disbursements), judgments, fines, losses, claims, damagessettlements, damages or liabilities or amounts paid in settlement incurred in connection with any threatened, pending actions or completed Proceeding, whether civil, criminal, administrative omissions occurring or investigative, arising out of, related alleged to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring have occurred at or prior to the Effective TimeTime and advance expenses with respect thereto, whether asserted in each case as provided, as applicable, in the certificates of incorporation and bylaws (or claimed comparable organizational documents) of the Acquired Corporations, and in any indemnification agreements between such Acquired Corporation and any Indemnified Party entered into prior to, at or to the date hereof and a copy of which has been provided to Parent. From and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to the fullest extent permitted by the certificates indemnification and advancement of incorporationexpenses as set forth on Exhibits B and C hereto, bylaws, and any indemnification agreements between the Company and other organizational documents of any Indemnified Party shall survive the Acquired Companies, as applicable, Merger and shall continue in full force and effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies toin accordance with their terms, and each Acquired Company also agrees that it such provisions and agreements shall and shall cause each other Acquired Company tonot be amended, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present repealed or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain otherwise modified for a period of not less than six (6) years from after the Effective Time provisions Closing Date in their respective certificates any manner that would adversely affect the rights thereunder of incorporationthe Indemnified Parties, bylawsunless such modification is required by applicable Legal Requirements. If, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents six (6) year anniversary of the Acquired CompaniesEffective Time, as applicableany Indemnified Party delivers to Parent or the Surviving Corporation a written notice asserting in good faith a claim for indemnification under this Section 6.4(a), then the claim asserted in each case, as such notice shall survive the six (6) year anniversary of the date of this Agreement (Effective Time until such time as such claim is fully and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Lawfinally resolved.

Indemnification of Officers and Directors. 51 ACTIVE/82285023.8 (a) For six (6) years after the Effective Time, Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain officers’ and directors’ liability, employment practices liability and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person covered by the Company’s officers’ and directors’ liability, employment practices liability and fiduciary liability insurance policies as of the date hereof on terms with respect to coverage and amount no less favorable than those of such policies in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.4(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 250% of the aggregate annual premium paid by the Company in its last full fiscal year prior to the date of this Agreement that is set forth on Part 6.4(a) of the Company Disclosure Letter (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 250% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (b) From and after the Effective Time, (i) Parent agrees that it shall cause each of the Surviving Corporation shall, and Surviving Limited Partnerships to, (ii) the Company, as Parent shall cause the Surviving Corporation, agrees to the fullest extent that it shall and shall cause each Surviving Limited Partnership would have been permitted under the Laws applicable to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses Company prior to the Effective Time: (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former individual who at the Effective Time is, or at any time prior to the Effective Time was, a director and or officer of the Acquired Companies Company or of a Subsidiary of the Company (each, in their his capacity as such) (the , an “Company Indemnified PartiesParty”) against for any costs or and all reasonable costs, expenses (including reasonable fees and documented attorneys’ feesexpenses of legal counsel, which shall be advanced as they are incurred, provided that the Indemnified Party shall have made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification under this Section 6.4(b)), judgments, fines, losses, claims, damages, penalties or liabilities or (including amounts paid in settlement or compromise) imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any action, suit or other proceeding (whether civil or criminal, and including any proceeding before any administrative or legislative body or agency) in which such Indemnified Party may be involved or with which he or she may be threatened (regardless of whether as a named party or as a participant other than as a named party, including, without limitation, as a witness) (a “Proceeding”) by reason of such Indemnified Party’s being or having been such director or officer or an employee or agent of the Company or otherwise in connection with any threatened, pending action taken or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason not taken at the request of the fact that he Company (whether or she not the Indemnified Party continues in such position at the time such Proceeding is brought or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicablethreatened), in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies tocase at, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to, the Effective Time (including any Proceeding relating in whole or in part to the Closing that are no less favorable transactions contemplated by this Agreement or relating to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date enforcement of this Agreement (and made available to Parent prior to the date provision or any other indemnification or advancement right of this Agreement) any Indemnified Party); and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law.ii)

Indemnification of Officers and Directors. (a) From The Governing Documents of the Purchaser shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification than are set forth in the Governing Documents as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time, (i) Parent agrees Closing in any manner that it shall cause each would adversely affect the rights thereunder of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring individuals who at or prior to the Effective TimeClosing were directors, whether asserted officers, agents or claimed employees of the Purchaser or who were otherwise entitled to indemnification pursuant to the Governing Documents of the Purchaser. Purchaser shall arrange to be put in place at the Closing a “tail” insurance policy with respect to directors’ and officers' liability insurance (a) for matters occurring on and prior toto the Closing Date, at or including the Debt Financing (and the Rule 144A offering associated therewith), (b) with a claims period of six years after the Effective TimeClosing Date, (c) from its existing insurance carrier or from an insurance carrier with the same or better credit rating as its current insurance carrier, and (d) otherwise in an amount and scope substantially similar to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements Purchaser’s existing directors’ and other organizational documents of the Acquired Companies, officers’ liability policy as applicable, in effect as of the date hereof (the “D&O Tail Policy”). The provisions of this Agreement section 7.1 are (and made available 1) intended to Parent prior to be for the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies tobenefit of, and shall be enforceable by, each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not Person entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause Governing Documents of the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions Purchaser in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time effect immediately prior to the Closing Closing, and each such Person's heirs, legatees, representatives, successors and assigns, it being expressly agreed that are no less favorable to those such Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date shall be third-party beneficiaries of this Agreement (and made available to Parent prior to the date of this Agreement) section 7.1 and (B2) in addition to, and not in substitution for, any other rights to amend, repeal indemnification that any such Person may have by contract or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Lawotherwise.

Indemnification of Officers and Directors. (a) From The Surviving Corporation will, and after will cause ASCI to, indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries against all liabilities incurred by such individuals arising from any action or inaction by such persons or from services rendered for or at the request of the Company or any of its Subsidiaries prior to the Effective Time, (i) Parent agrees that it shall cause each to the full extent permitted under applicable law, including the provisions thereof relating to the advancement of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with the defense of any threatenedthreatened or pending action, pending suit or completed Proceedingproceeding, whether civil, criminal, administrative administrative, arbitrative or investigativeinvestigative (a "Proceeding"). Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable law shall be made by independent counsel mutually acceptable to Investor and such individual. For six (6) years after the Effective Time, arising out of, related to the Surviving Corporation will provide officers' and directors' liability insurance in respect of acts or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or omissions occurring at on or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted Time covering each such person currently covered by the certificates of incorporation, bylaws, indemnification agreements Company's officers' and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are directors' liability insurance policy on terms no less favorable than those of such policy in effect on the date hereof, provided that in satisfying its obligation under this Section, the Surviving Corporation shall not be obligated to those Persons than the certificates pay premiums in excess of incorporation, bylaws, indemnification agreements and other organizational documents 175% of the Acquired Companiesamount per annum the Company paid in its last full fiscal year, which amount has been disclosed to Investor, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11, it shall obtain as applicablemuch comparable insurance as possible for an annual premium equal to such maximum amount. In the event the Surviving Corporation (or any of its successors or assigns) consolidates with or merges into any other person, in each caseor transfers all or substantially all of its properties and assets to any person, as then proper provision shall be made so that such successors or assigns of the date of Business shall assume the obligations set forth in this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable LawSection 5.11.

Indemnification of Officers and Directors. (a) From and after the Effective TimeTime until the six (6)-year anniversary of the Closing, the Surviving Corporation shall (and if the Surviving Corporation for any reason cannot, Parent shall) (i) Parent agrees that it shall cause each of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer the individuals who at any time prior to the Effective Time were directors or officers of the any Acquired Companies Company (in their capacity as such) (collectively, the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ feesfees and disbursements), judgments, fines, losses, claims, damagessettlements, damages or liabilities or amounts paid in settlement incurred in connection with any threatened, pending actions or completed Proceeding, whether civil, criminal, administrative omissions occurring or investigative, arising out of, related alleged to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring have occurred at or prior to the Effective TimeTime and advance expenses with respect thereto, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, (ii) honor and maintain in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions (A) all rights to advancement of expenses and indemnification of each Indemnified Party, in their respective certificates of incorporationeach case as provided, bylawsas applicable, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than in the certificates of incorporation, bylaws, indemnification agreements incorporation and other bylaws (or comparable organizational documents documents) of the Acquired Companies, as applicable, and (B) all rights to advancement of expenses and indemnification in each case, as of the date of this Agreement (any indemnification agreements between such Acquired Company and made available to Parent any Indemnified Party entered into prior to the date hereof and a copy of this Agreement) which has been provided to Parent. The certificate of incorporation and (B) bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and advancement of expenses set forth in the Company Charter and the Company Bylaws, and any indemnification agreements between the Company and any Indemnified Party shall survive the Merger and shall continue in full force and effect in accordance with their terms, and such provisions and agreements shall not to amendbe amended, repeal repealed or otherwise modify such provisions modified for a period of six (6) years after the Closing Date in any respect manner that would materially adversely affect the rights thereunder of those Persons thereunderthe Indemnified Parties, in each case, except as unless such modification is required by Applicable Lawapplicable Legal Requirements or approved in writing by the applicable Indemnified Party.

Indemnification of Officers and Directors. (a) From The Parties agree that, to the fullest extent permitted by applicable Legal Requirements, all rights to indemnification, advancement of expenses and after exculpation by the Effective Time, (i) Parent agrees that it shall cause each Company or another Acquired Company existing in favor of the Surviving Corporation those Persons who are directors and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer officers of any Acquired Company as of the date of this Agreement or have been directors or officers of any Acquired Company in the past (the “Indemnified Persons”) for their acts and arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, Time (whether asserted or claimed prior to, at or after the Effective Time), to as provided in the fullest extent permitted by the certificates certificate of incorporation, bylaws, indemnification agreements incorporation and other organizational documents bylaws (or applicable governing documents) of the applicable Acquired Companies, Company (as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreementhereof) and subject to Applicable Law. Parent also agrees to cause each as provided in the indemnification agreements between the Acquired Company and said Indemnified Persons (as set forth on Section 5.5(a) of the Acquired Companies to, Company Disclosure Letter and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement) , shall survive the Closing and subject to Applicable Law; provided the fullest extent permitted under applicable Legal Requirements shall not be amended, repealed or otherwise modified in any manner that any would adversely affect the rights thereunder of such present or former director Indemnified Persons with respect to indemnification, advancement of expenses and officer exculpation without an affected Indemnified Person’s prior written consent, and shall be observed by the Surviving Corporation and its Subsidiaries 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 such person is not entitled to indemnification the fullest extent available under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain applicable Legal Requirements for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporationTime, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating any claim made pursuant to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior such rights within such six-year period shall continue to the Closing that are no less favorable be subject to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this AgreementSection 5.5(a) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights provided under this Section 5.5(a) until disposition of those Persons thereunder, in each case, except as required by Applicable Lawsuch claim (even if after such six-year period).

Indemnification of Officers and Directors. For a period of six (a6) From and after years following the Effective TimeClosing, (i) Parent agrees that it shall, or shall cause each the Company to, fulfill the obligations of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause Company to indemnify each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she Person who is or was a director or officer of any Acquired the Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date execution of this Agreement (and made available to Parent the “Execution Date”) or who had been a director of officer of the Company prior to the date Execution Date against any losses such Person may incur based upon matters existing or occurring prior to the Closing (including, without limitation, the transactions contemplated by this Agreement and the Transaction Documents) pursuant to any applicable indemnification agreement and any indemnification provisions set forth in the Certificate of this Agreement) and subject Incorporation or Bylaws of the Company as in effect immediately prior to Applicable Law; provided that the Execution Date. During such six year period, neither Parent nor the Company shall take any such present action to amend or former director and officer 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 such person is not entitled to alter or impair any exculpatory, indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to or expense advancement to) provisions now existing in the Persons who were directors Certificate of Incorporation or officers Bylaws of the Company for the benefit of any Acquired individual who served as a director or officer of the Company at any time prior to the Closing that are no less favorable Closing, except for any changes which may be required to those Persons than conform with changes in applicable law and any changes which do not affect the certificates application of incorporationsuch provisions to acts or omissions of such individuals prior to the Closing, bylaws, indemnification agreements and other organizational documents the Certificate of Incorporation and Bylaws of the Acquired CompaniesCompany (and/or Parent, as applicable) will contain for such period provisions with respect to such exculpation, indemnification and expense advancement that are at least as favorable to the directors and officers of the Company as those in each caseeffect in the Company’s Certificate of Incorporation and Bylaws on the Execution Date. In the event of a Sale or Change of Control Transaction of either Parent or the Company, proper provision shall be made so that the successor and assigns of the Company, Parent or both, as the case may be, shall assume the obligations set forth in this Section 9.6 for the benefit of such Company officers and directors (the “Covered Persons”). This Section 9.6: (A) shall survive the consummation of the date of Equity Exchange, Parent Common Stock Purchase and the other transactions in this Agreement (and made available to Parent prior to the date of this Agreement) and Transaction Documents; (B) not to amendis intended for the benefit of, repeal and will be enforceable by, each Covered Person and his or otherwise modify such provisions in any respect that would materially adversely affect her successors, assigns, heirs and representatives; and (C) shall be binding on all successors and assigns of Parent and the rights of those Persons thereunder, in each case, except as required by Applicable LawCompany.

Indemnification of Officers and Directors. (a) From and after the Effective Time, (i) Parent agrees that it Merger Partner shall cause each of AEGON USA and the Surviving Corporation and Surviving Limited Partnerships toto indemnify, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify defend and hold harmless to the fullest extent permitted under applicable law (excluding personal conduct which is finally adjudicated by a court of competent jurisdiction to constitute the commission of a crime by the relevant individual) each present person who is, or has been at any time prior to the Effective Time, an officer or director of Company (or any Subsidiary or division thereof) and former director and officer each person who served at the request of Company as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (individually, an "Indemnified Party" and, collectively, the Acquired Companies (in their capacity as such) (the “Company "Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (including reasonable and documented attorneys’ ' fees), judgments, fines, losses, claims, damages, liabilities or penalties and amounts paid in settlement incurred in connection with any threatenedclaim, pending action, suit, proceeding or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) Merger Partner shall cause AEGON USA and the Surviving Corporation to pay, as incurred, the fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to the Surviving Corporation, in advance of the final disposition of any such Action to the fullest extent permitted by applicable law, and, if required, upon receipt of any undertaking required by applicable law, and (ii) Merger Partner shall cause AEGON USA and the certificates Surviving Corporation to cooperate in the defense of incorporationany such matter; provided, bylawshowever, indemnification agreements the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), and other organizational documents provided further, that Merger Partner shall not be obligated pursuant to this Section 5.13 to cause AEGON USA and the Surviving Corporation to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action, unless, in the good faith judgment of any of the Acquired CompaniesIndemnified Parties, as applicablethere is or may be a conflict of interests between two or more of such Indemnified Parties, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause which case there may be separate counsel for each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Lawsimilarly situated group.

Indemnification of Officers and Directors. (a) From All rights to indemnification, advancement of expenses and after exculpation from liabilities by the Company or its Subsidiaries existing in favor of those Persons who are current or former directors or officers of the Company or its Subsidiaries at or prior to the Effective Time, (i) Parent agrees that it shall cause each of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) Time (the “Company Indemnified PartiesPersons”) against any costs or expenses (including reasonable for their acts, errors and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason omissions as directors and officers of the fact that he Company or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or its Subsidiaries occurring at on or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents including in respect of the Acquired Companiestransactions contemplated in this Agreement, as applicable, provided in the Company’s certificate of incorporation or bylaws (as in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to), and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (provided in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, any indemnification agreements between the Company and other organizational documents of the Acquired Companies, said Company Indemnified Persons (as applicable, in effect as of the date of this Agreement Agreement), shall survive the Mergers and be observed and performed by the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiary (and made available Parent shall cause such observance and performance by the First Merger Surviving Corporation and the Surviving Company and any applicable Subsidiary) to Parent prior to the fullest extent permitted by applicable Law (including as it may be amended after the date of this AgreementAgreement to increase the extent to which a corporation may provide indemnification) and subject to Applicable Law; provided that any such present or former director and officer to whom expenses are advanced provides an undertaking to repay such advance if it is determined by for a final and non-appealable judgment period of a court of competent jurisdiction that such person is not entitled to indemnification under Lawsix years from the date on which the First Merger becomes effective. Without limiting the foregoingIn addition, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates certificate of incorporation, bylaws, certificates certificate of formation and limited partnership, limited partnership agreements and other liability company (or comparable organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companiesdocuments), as applicable, of the First Merger Surviving Corporation and the Surviving Company and its Subsidiaries to contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of current and former directors and officers of the Company and its Subsidiaries than are presently set forth in each case, the certificate of incorporation and bylaws of the Company and such Subsidiaries (as in effect as of the date of this Agreement (Agreement), and made available to Parent prior to the date of this Agreement) and (B) such provisions shall not to amendbe amended, repeal repealed or otherwise modify modified in any manner that would adversely affect any right thereunder of any Person benefited by such provisions in any respect that would materially adversely affect without such Person’s prior written consent. Parent guarantees the rights full and timely performance of those Persons thereunder, in each case, except as required by Applicable Lawthe obligations of the First Merger Surviving Corporation and the Surviving Company and its Subsidiaries under this Section 5.5(a).

Indemnification of Officers and Directors. Buyer or the ----------------------------------------- Surviving Corporation shall fulfill and honor in all respects and shall cause to be maintained in effect for a period of four years after the Effective Time the current provisions regarding exculpation and indemnification of current or former officers and directors (aeach an "Indemnified Webmillion Person") From ----------------------------- contained in the Articles of Incorporation and after Bylaws of the Company as in effect on the date hereof, provided that, in the event any claim or claims are asserted or made within such four year period, all rights to indemnification in respect of any claim or claims shall continue until final disposition of any and all such claims; provided, further, that if any claim or claims are made between the third and fourth anniversary of the Effective Time, coverage under this first sentence of this Section 8.12 shall be limited to claims against the Indemnified Webmillion Persons arising from alleged breaches of their respective duties to the Company's shareholders related to this Agreement and the transactions contemplated hereby. For a period of three years after the Effective Time (i) Parent agrees provided that it in the event any claim or claims are asserted or made within such three year period, all rights to indemnification in respect of any claim or claims shall cause each continue until final disposition of any and all such claims), Buyer or the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, maintain in effect as a policy of the date of this Agreement (directors' and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period officers' liability insurance with coverage of not less than six (6) years $5.0 million for those persons who are currently the Company's directors and officers with respect to claims arising from facts or events which occurred before the Effective Time provisions Time. The agreements contained in this Section 8.12 shall survive the closing of the Merger and other transactions contemplated hereby and are intended to be for the benefit of, Buyer, the Company and each of the Indemnified Webmillion Persons and their respective certificates heirs and legal representatives and shall be binding, jointly and severally on all successors and assigns of incorporationBuyer and the Company, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning shall be enforceable by the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior Indemnified Webmillion Persons. Notwithstanding anything herein to the Closing that are contrary, no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents beneficiary of the Acquired Companiescovenants contained in the first sentence of this Section 8.12 shall be entitled to any benefits under the first sentence of this Section 8.12 to the extent such Person's claim for benefits under the first sentence of this Section 8.12 arises from, as applicableor gives rise to, in each case, as a breach of the date representations, warranties or covenants of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal Company or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable LawFounders hereunder.

Indemnification of Officers and Directors. (a) From For a period of six years from and after the Effective TimeClosing Date, (i) Parent agrees that it shall cause each to indemnify (including advancement of the Surviving Corporation and Surviving Limited Partnerships to, (iiexpenses) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each all past and present officers and former director and officer directors of the Acquired Companies (in their capacity as such) Company (the “"Indemnified Persons") to the same extent that the officers and directors are indemnified by the Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason as of the fact that he date of this Agreement pursuant to the Company's Articles of Incorporation and Bylaws, employment agreements or she is indemnification agreements identified on the Company Disclosure Schedule or was a director under applicable Law for acts or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring omissions which occurred at or prior to the Effective Time. The Company hereby represents to Parent that no claim for indemnification has been made by any director or officer of the Company and, whether asserted or claimed prior toto the knowledge of the Company, at or after no facts exist that would serve as a valid legal basis for any such claim for indemnification. From the Effective Time until the sixth anniversary of the Effective Time, Parent shall maintain in effect, for the benefit of the Indemnified Persons with respect to claims arising from facts or events that occurred prior to the fullest extent permitted Effective Time, the existing policy of directors' and officers' liability insurance maintained by Parent for the certificates benefit of incorporation, bylaws, indemnification agreements its current officers and other organizational documents of the Acquired Companies, as applicable, in effect directors as of the date of this Agreement (the "Existing Policy") or a new policy providing comparable coverage containing terms and made available to Parent prior conditions, taken as a whole, that are no less advantageous to the date Indemnified Persons than the terms of this Agreement) and subject conditions in the Existing Policy would be to Applicable Law. the Indemnified Persons if such policy covered such persons; provided, however, that Parent also agrees shall not be required to cause each pay annual premiums for the Existing Policy (or for any combination of the Acquired Companies to, Existing Policy and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer any substitute or additional policies) in excess of 150% of the Acquired Companies (in their capacity as such) to annual premium payable under the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect Existing Policy as of the date hereof. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 150% of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoingcurrent annual premium, Parent shall cause be entitled to reduce the Acquired Companies amount of coverage of the Existing Policy (Aor any substitute policies) to maintain the amount of coverage that can be obtained for a period premium equal to 150% of not less than six (6) years from such current annual premium. This Section 6.12 is intended to be for the Effective Time provisions in benefit of, and shall be enforceable by, the officers and directors and their heirs and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. In the event the Company or the Surviving Corporation or any of their respective certificates successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of incorporationits properties and assets to any person, bylawsthen, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as Parent shall use best efforts to ensure that the successors and assigns of the date of Company or the Surviving Corporation, as the case may be, are subject to and honor the indemnification obligations set forth in this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable LawSection 6.12.

Indemnification of Officers and Directors. (a) From Talos and after Merger Sub agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the Effective Time, (i) Parent agrees that it shall cause each personal liability of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director or officer, of Talos or the Company and officer of the Acquired Companies (in their capacity as such) respective Subsidiaries (the “Company Indemnified D&O Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid provided for in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other respective organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (hereof, shall continue to be honored and made available to Parent prior to the date of this Agreement) in full force and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from after the Effective Time provisions Time; provided, however, that all rights to indemnification in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers respect of any Acquired Company at any time prior proceeding or claims pending, asserted or made within such period shall continue until the final disposition of such proceeding or claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to the Closing indemnification, exculpation from liability and advancement of expenses that are no less at least as favorable to as those Persons than currently in the certificates of incorporation, bylaws, indemnification agreements Talos Charter and other organizational documents of Talos Bylaws and the Acquired CompaniesCompany Charter and Company Bylaws, as applicable, in each caseand during such six (6) year period following the Effective Time, as of Talos shall not and shall cause the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) Surviving Corporation not to amend, repeal or otherwise modify such provisions in any respect manner that would materially and adversely affect the rights thereunder of those Persons thereunderany D&O Party in respect of actions or omissions occurring at or prior to the Effective Time, in each case, except as unless such modification is required by Applicable Lawapplicable Laws. Prior to the Closing, each of the Company and Talos shall purchase a six-year “tail” policy under its own existing directors’ and officers’ liability insurance policy, with an effective date as of the Closing (provided that either such party may substitute therefor policies of at least the same coverage containing terms and conditions that are not less favorable in any material respect); provided, however, that in no event shall either such party be required to expend pursuant to this Section 5.5(a) more than an amount equal to 200% of the respective current annual premiums paid by such party for such insurance; provided, further, that during the term of the respective “tail” policies, neither Talos nor the Surviving Corporation shall take any action following the Closing to cause their respective “tail” policies to be cancelled or any provision therein to be amended or waived in any manner that would adversely affect in any material respect the rights of their former and current officers and directors.

Indemnification of Officers and Directors. (ah) From All rights to indemnification by the Acquired Corporations existing in favor of those Persons who are directors and after the Effective Time, (i) Parent agrees that it shall cause each officers of any Acquired Corporation as of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case date of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) this Agreement (the “Company Indemnified PartiesPersons”) against any costs or expenses (including reasonable for their acts and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after as provided in the Effective Time, to the fullest extent permitted by the certificates Articles of incorporation, bylaws, indemnification agreements Incorporation and other organizational documents bylaws of the Acquired Companies, Corporations (as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each as provided in the indemnification agreements between the Acquired Corporations and said Indemnified Persons (as set forth on Part 5.5(a) of the Acquired Companies to, Company Disclosure Schedule and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement) , shall survive the Merger and subject shall be observed by the Surviving Corporation and its Subsidiaries to Applicable Law; provided that any such present or former director and officer 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 such person is not entitled to indemnification the fullest extent available under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain applicable Legal Requirements for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporationTime, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 5.5(a) and the indemnification rights provided under this Section 5.5(a) until disposition of such claim. The Parties acknowledge and exculpation of (and provisions relating to expense advancement to) agree that the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements by and other organizational documents between certain shareholders of the Company, on the one hand, and one or more of the Acquired CompaniesCorporations, as applicableon the other hand, set forth on Part 5.5(a) of the Company Disclosure Schedule (collectively, the “Shareholder Indemnification Agreements”) shall survive the Closing and remain applicable to such shareholders of the Company in accordance with their terms, and subject to the conditions, limitations and time periods set forth therein, in each case, as of in effect on the date of hereof; provided, that nothing contained in this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not Section 5.5 shall be deemed to amend, repeal modify or otherwise modify supplement any of such provisions terms, conditions, limitations and time periods as in any respect that would materially adversely affect effect on the rights of those Persons thereunder, in each case, except as required by Applicable Lawdate hereof.

Indemnification of Officers and Directors. (a) From The Parties agree that, to the fullest extent permitted by applicable Legal Requirements, all rights to indemnification, advancement of expenses and after exculpation by the Effective Time, (i) Parent agrees that it shall cause each Company or any of its Subsidiaries existing in favor of those Persons who are directors and officers of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, Company or any of its Subsidiaries as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i)date of this Agreement, (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer have been directors or officers of the Acquired Companies (Company or any of its Subsidiaries in their capacity as such) (the “Company Indemnified Parties”) against any costs past or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities who become directors or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason officers of the fact that he Company or she is or was a director or officer any of any Acquired Company its Subsidiaries following the date hereof and arising out of or pertaining to matters existing or occurring at or prior to the Effective TimeTime (such individuals collectively, the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time), in each case to the fullest extent permitted by provided in the certificates certificate of incorporation, bylaws, indemnification agreements incorporation and other organizational documents bylaws (or applicable governing documents) of the Acquired CompaniesCompany or any of its Subsidiaries, as applicable, applicable (as in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of as provided in the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents between the Company or any of the Acquired Companiesits Subsidiaries, as applicable, and said Indemnified Persons (to the extent set forth on Section 4.9(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement (and Agreement) in the forms made available to Parent or Parent’s Representatives prior to the date of this Agreement) Agreement (such obligations, the “Existing Indemnification Obligations”), shall survive the Closing and subject to Applicable Law; provided the fullest extent permitted under applicable Legal Requirements shall not be amended, repealed or otherwise modified in any manner that any would adversely affect the rights thereunder of such present or former director Indemnified Persons, and officer shall be observed by the Surviving Corporation and its Subsidiaries 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 such person is not entitled to indemnification the fullest extent available under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain applicable Legal Requirements for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporationTime, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating any claim made pursuant to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior such rights within such six year period shall continue to the Closing that are no less favorable be subject to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this AgreementSection 4.9(a) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights provided under this Section 4.9(a) until disposition of those Persons thereunder, in each case, except as required by Applicable Lawsuch claim (even if after such six-year period).

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, including with respect to this Agreement and the Transactions (and whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Corporation, (iincluding without limitation pursuant to the organizational documents of any Acquired Corporation, and any indemnification or other similar agreements of any Acquired Corporation set forth in Section 6.5(a) of the Company Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent agrees that it shall cause each of the Surviving Corporation and the other Acquired Corporation to perform their obligations thereunder; provided that all rights to indemnification, advancement of expenses and exculpation in respect of any claim asserted or made, and for which an Indemnified Person delivers a written notice to Parent within such six (6) year period asserting a claim for such protections pursuant to this Section 6.5, shall continue until the final disposition of such claim. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Limited Partnerships Corporation and the other Acquired Corporation to, (ii) the Company, as and the Surviving Corporation, Corporation agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable)will, indemnify and hold harmless each present and former individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director and or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies (in their capacity Corporation as such) a director or officer of another Person (the “Company Indemnified PartiesPersons”) ), against any costs or expenses (including reasonable and documented attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements, liabilities or amounts paid in settlement incurred in connection with any threatenedclaim, pending action, suit or completed Proceedingproceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to, or by reason of, the fact that the Indemnified Person is or was a director or officer of any Acquired Corporation or is or was serving at the request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by under applicable Legal Requirements. In the certificates event of incorporationany such claim, bylawsaction, indemnification agreements and suit or proceeding, each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation or the other Acquired Corporation, as applicable, in accordance with the organizational documents of the Acquired CompaniesCorporations, any indemnification or other similar agreements of the Acquired Corporations, as applicable, as in effect as of the date of this Agreement (and made available to Parent prior to on the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity well as such) to the fullest extent permitted by under applicable Legal Requirements, and Parent shall cause the certificates of incorporation, bylaws, indemnification agreements Surviving Corporation and the other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available Corporation to Parent prior to the date of this Agreement) and subject to Applicable Lawprovide such advancement; provided that any such present or former director and officer Indemnified Person to whom expenses are advanced provides an undertaking to repay such advance advances if it is ultimately determined by a final and non-appealable judgment of a court of competent jurisdiction adjudication that such person Indemnified Person is not entitled to indemnification indemnification. To the fullest extent permitted under Law. Without limiting the foregoingapplicable Legal Requirements, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicablepay, in each caseadvance, as all reasonable attorneys’ fees and expenses that may be incurred by Indemnified Persons in connection with their enforcement of the date of their rights provided under this Agreement (and made available Section 6.5, provided that any Indemnified Person to Parent prior whom expenses are advanced provides an undertaking to the date of this Agreement) and (B) repay such advances if it is ultimately determined by a final non-appealable adjudication that such Indemnified Person is not entitled to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Lawindemnification.

Indemnification of Officers and Directors. (a) From For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, including with respect to this Agreement and the Transactions (and whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Corporation pursuant to the organizational documents of any Acquired Corporation, (iand any indemnification or other similar agreements of any Acquired Corporation set forth in Section 6.5(a) of the Company Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent agrees that it shall cause each of the Surviving Corporation and the other Acquired Corporations to perform their obligations thereunder; provided that all rights to indemnification, advancement of expenses and exculpation in respect of any claim asserted or made, and for which an Indemnified Person delivers a written notice to Parent within such six (6) year period asserting a claim for such protections pursuant to this Section 6.5, shall continue until the final disposition of such claim. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Limited Partnerships Corporation and the other Acquired Corporations to, (ii) the Company, as and the Surviving Corporation, Corporation agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable)will, indemnify and hold harmless each present and former individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director and or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Companies (in their capacity Corporation as such) a director or officer of another Person (the “Company Indemnified PartiesPersons”) ), against any costs or expenses (including reasonable and documented attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements, liabilities or amounts paid in settlement incurred in connection with any threatenedclaim, pending action, suit or completed Proceedingproceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to, or by reason of, the fact that the Indemnified Person is or was a director or officer of any Acquired Corporation or is or was serving at the request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by under applicable Legal Requirements. In the certificates event of incorporationany such claim, bylawsaction, indemnification agreements and suit or proceeding, each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation or the other Acquired Corporations, as applicable, (i) in accordance with the organizational documents of the applicable Acquired CompaniesCorporation and any indemnification or other similar agreements of the applicable Acquired Corporation set forth in Section 6.5(a) of the Company Disclosure Schedule, as applicable, in each case as in effect as of the date of this Agreement (and made available to Parent prior to on the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies well as (in their capacity as suchii) to the fullest extent permitted by under applicable Legal Requirements, and Parent shall cause the certificates of incorporation, bylaws, indemnification agreements Surviving Corporation and the other organizational documents of the Acquired Companies, as applicableCorporations to provide such advancement; provided, in effect as the case of the date each of this Agreement clauses (and made available to Parent prior to the date of this Agreementi) and subject to Applicable Law; provided (ii), that any such present or former director and officer Indemnified Person to whom expenses are advanced provides an undertaking to repay such advance advances if it is ultimately determined by a final and non-appealable judgment of a court of competent jurisdiction adjudication that such person Indemnified Person is not entitled to indemnification indemnification. To the fullest extent permitted under Law. Without limiting the foregoingapplicable Legal Requirements, Parent shall cause the Surviving Corporation and the other Acquired Companies (A) Corporations to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicablepay, in each caseadvance, as all reasonable attorneys’ fees and expenses that may be incurred by Indemnified Persons in connection with their enforcement of the date of their rights provided under this Agreement (and made available Section 6.5, provided that any Indemnified Person to Parent prior whom expenses are advanced provides an undertaking to the date of this Agreement) and (B) repay such advances if it is ultimately determined by a final non-appealable adjudication that such Indemnified Person is not entitled to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Lawindemnification.

Indemnification of Officers and Directors. (a) From and For six (6) years after the Effective Time, (i) Surviving Corporation shall, and Parent agrees that it shall cause each of the Surviving Corporation and Surviving Limited Partnerships to, (ii) maintain officers’ and directors’ liability, employment practices liability and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person covered by the Company’s officers’ and directors’ liability, employment practices liability and fiduciary liability insurance policies as of the date hereof on terms with respect to coverage and amount no less favorable than those of such policies in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.4(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 250% of the aggregate annual premium paid by the Company in its last full fiscal year prior to the date of this Agreement that is set forth on Part 6.4(a) of the Company Disclosure Letter (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, agrees that it shall and shall cause each Surviving Limited Partnership provide the maximum coverage available at an annual premium equal to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case 250% of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer Current Premium. The provisions of the Acquired Companies (in their capacity as such) (immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements which policies provide such directors and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer to whom expenses are advanced provides officers with coverage for an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a aggregate period of not less than six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time provisions Time, including, in their respective certificates respect of incorporationthe transactions contemplated by this Agreement; provided, bylawshowever, certificates that the amount paid for such prepaid policies does not exceed 250% of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time Current Premium. If such prepaid policies have been obtained prior to the Closing that are no less favorable to those Persons than Effective Time, the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement Surviving Corporation shall (and made available Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to Parent prior to honor the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons obligations thereunder, in each case, except as required by Applicable Law.

Indemnification of Officers and Directors. (a) From The Parties agree that, to the fullest extent permitted by applicable Legal Requirements, all rights to indemnification, advancement of expenses and after exculpation by the Effective Time, (i) Parent agrees that it shall cause each Company or another Acquired Corporation existing in favor of those Persons who are directors and officers of any Acquired Corporation as of the Surviving date of this Agreement or have been directors or officers of any Acquired Corporation and Surviving Limited Partnerships to, (ii) in the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) past (the “Company Indemnified PartiesPersons”) against any costs or expenses (including reasonable for their acts and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, Time (whether asserted or claimed prior to, at or after the Effective Time), to as provided in the fullest extent permitted by the certificates certificate of incorporation, bylaws, indemnification agreements incorporation and other organizational documents bylaws (or applicable governing documents) of the applicable Acquired Companies, Corporation (as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject as provided in the indemnification agreements between the Acquired Corporation and said Indemnified Persons (to Applicable Law. Parent also agrees to cause each the extent set forth on Section 5.5(a) of the Acquired Companies to, Company Disclosure Letter and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement) , shall survive the Closing and subject to Applicable Law; provided the fullest extent permitted under applicable Legal Requirements shall not be amended, repealed or otherwise modified in any manner that any would adversely affect the rights thereunder of such present or former director Indemnified Persons, and officer shall be observed by the Surviving Corporation and its Subsidiaries 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 such person is not entitled to indemnification the fullest extent available under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain applicable Legal Requirements for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporationTime, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating any claim made pursuant to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior such rights within such six-year period shall continue to the Closing that are no less favorable be subject to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this AgreementSection 5.5(a) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights provided under this Section 5.5(a) until disposition of those Persons thereunder, in each case, except as required by Applicable Lawsuch claim (even if after such six-year period).