Common use of Trustees’ and Officers’ Indemnification Clause in Contracts

Trustees’ and Officers’ Indemnification. (a) Provided that any funds available pursuant to that certain Escrow Agreement, dated as of May 22, 1998, by the Company, FUMI and National City Bank (the "ESCROW AGREEMENT"), have been utilized to the fullest extent possible, the Surviving Corporation shall, to the fullest extent permitted by law, honor all of the Company's and FUMI's obligations to indemnify and hold harmless (whether pursuant to the Company's Amended and Restated Declaration of Trust, Bylaws, individual indemnity agreements, applicable laws or otherwise), including, if applicable, any obligations to advance funds for expenses, each present and former trustee, director, officer, employee and agent of the Company or FUMI and each person who served as a trustee, director, officer, member, trustee or fiduciary of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan or enterprise, including the FUMI Share Trust, FUMI and FUMI's subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including advancing attorneys' fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an "ACTION"), arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before or after the Effective Time or the Mergers or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. In the event of any such Action, the parties hereto shall cooperate with the Indemnified Party in the defense of any such Action; provided that no out-of-pocket expense is required on account of such cooperation. (b) The Surviving Corporation shall purchase a tail insurance policy to the current policies of trustees' and officers' liability insurance maintained by the Company for a period of at least three (3) years with respect to matters arising on or before the Effective Time. (c) The Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 7.11. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Company's, the FUMI Share Trust's, FUMI's or their respective subsidiaries' Amended and Restated Declarations of Trust, Bylaws, individual indemnity agreements, certificates of incorporation, any other indemnification arrangement, applicable law or otherwise. The provisions of this Section 7.11 -52- shall survive the consummation of the Mergers and, anything else contained herein notwithstanding, expressly are intended to benefit each of the Indemnified Parties. (e) In the event that the Surviving Corporation or any of its 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 its properties and assets to any person, then and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 7.11.

Trustees’ and Officers’ Indemnification. (a) Provided that any funds available pursuant to that certain Escrow AgreementFrom and after the Company Merger Effective Time, dated as of May 22Parent shall, 1998, by the Company, FUMI and National City Bank (the "ESCROW AGREEMENT"), have been utilized to the fullest extent possible, shall cause the Surviving Corporation shallCompany and the Surviving Partnership to, to the fullest extent permitted by lawapplicable Law, honor all of the Company's and FUMI's obligations to indemnify indemnify, defend and hold harmless (whether pursuant to the Company's Amended and Restated Declaration of Trust, Bylaws, individual indemnity agreements, applicable laws each current or otherwise), including, if applicable, any obligations to advance funds for expenses, each present and former trustee, director, officer, employee and agent director or officer of the Company or FUMI any of the Company Subsidiaries and each person who served as a trustee, director, officer, member, trustee fiduciary under benefit plans of the Company or fiduciary any of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan or enterprise, including the FUMI Share Trust, FUMI and FUMI's subsidiaries Company Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or (i) all losses, expenses (including advancing reasonable attorneys' ’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by lawexpenses), judgments, fines, losses, claims, damagesactions, suits, damages or liabilities and or, subject to the proviso of the next sentence, amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an "ACTION")investigative, arising out ofof actions or omissions occurring at or prior to the Company Merger Effective Time (and whether asserted or claimed prior to, relating to at or after the Company Merger Effective Time), including in connection with the consideration, negotiation and approval of this Agreement, to the extent that they are based on or arise out of the fact that such person is or was a trustee, director, officer or fiduciary under benefit plans, including payment on behalf of or advancement to the Indemnified Party of any action expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement (the “Indemnified Liabilities”), and (ii) all Indemnified Liabilities to the extent they are based on or omission occurring or alleged to have occurred whether before or after the Effective Time or the Mergers or the other transactions contemplated by this Agreement or arising arise out of or pertaining pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Company Merger Effective Time, and including any expenses incurred in enforcing such person’s rights under this Section 5.8; provided, howeverthat (x) none of the Surviving Company or the Surviving Partnership shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, that conditioned or delayed) and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, none of the Surviving Company or the Surviving Partnership shall be obligated under this Section 5.8(a) to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all rights Indemnified Parties in any jurisdiction with respect to indemnification in respect any single legal action except to the extent that, on the advice of any Action pending such Indemnified Party’s counsel, two or asserted or any claim made within such period shall continue until the disposition more of such Action or resolution Indemnified Parties shall have conflicting interests in the outcome of such claimaction. In the event of any such Actionloss, expense, claim, damage or liability (whether or not asserted before the Company Merger Effective Time), the parties hereto Surviving Company or the Surviving Partnership, as applicable, shall cooperate with pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly, and in any event within ten (10) days, after statements therefor are received and otherwise advance to such Indemnified Party in upon request, reimbursement of documented expenses reasonably incurred (provided that, if legally required, the defense person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of any a court of competent jurisdiction that such Action; provided that no out-of-pocket expense person is required on account of such cooperationnot legally entitled to indemnification under applicable Law). (b) The Parent shall cause the Surviving Corporation shall purchase Company to maintain the Company’s officers’ and trustees’ liability insurance policies in effect on the date hereof (accurate and complete copies of which have been previously provided to Parent) (the “D&O Insurance”) for a tail insurance policy period of not less than six (6) years after the Closing Date; provided that the Surviving Company may substitute therefor policies of at least the same coverage and amounts with reputable and financially sound carriers containing terms no less advantageous to such former trustees or officers so long as such substitution does not result in gaps or lapses of coverage with respect to matters occurring on or prior to the Company Merger Effective Time; provided, further, that in no event shall Parent or the Surviving Company be required to pay annual premiums in the aggregate of more than an amount equal to 300% of the current policies of trustees' and officers' liability insurance maintained annual premiums paid by the Company for a such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; provided further that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Parent and the Surviving Company shall procure and maintain for such six-year period the most advantageous policies as can be reasonably obtained for the Maximum Amount. In lieu of at least three (3) years with respect the foregoing, prior to matters arising on or before the Company Merger Effective Time, Parent shall have the option to cause coverage to be extended under the Company’s D&O Insurance by obtaining a six-year “tail” policy or policies on terms and conditions no less advantageous than the Company’s existing D&O Insurance, subject to the limitations set forth in the provisos above in this Section 5.8(b), and such “tail” policy or policies shall satisfy the provisions of this Section 5.8(b). (c) The obligations of Parent and the Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in Company under this Section 7.11. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Company's, the FUMI Share Trust's, FUMI's or their respective subsidiaries' Amended and Restated Declarations of Trust, Bylaws, individual indemnity agreements, certificates of incorporation, any other indemnification arrangement, applicable law or otherwise. The provisions of this Section 7.11 -52- 5.8 shall survive the Closing and the consummation of the Mergers andand shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.8 applies (it being expressly agreed that the Indemnified Parties to whom this Section 5.8 applies shall be third party beneficiaries of this Section 5.8, anything else contained herein notwithstandingeach of whom (including his or her heirs, expressly are intended to benefit each executors or administrators and his or her Representatives, successors and assigns) may enforce the provisions of this Section 5.8) without the consent of the Indemnified Parties. Party (eincluding the successors, assigns and heirs of such Indemnified Party) affected thereby. In the event that the Surviving Corporation Company or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation company or entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then or if Parent dissolves the Surviving Company, then, and in each such case, Parent shall cause proper provision shall to be made so that the successors and assigns of the Surviving Corporation Company shall assume the obligations set forth in this Section 7.115.8. (d) For a period of not less than six (6) years from the Company Merger Effective Time, the Surviving Company and the Surviving Partnership shall provide to the Indemnified Parties the same rights to exculpation, indemnification and advancement of expenses as provided to the Indemnified Parties under the provisions of the Company’s and the Company Subsidiaries’ declaration of trust, charter, bylaws or similar organizational documents as in effect as of the date hereof, and the Surviving Company’s and the Surviving Partnership’s declaration of trust, charter, bylaws or similar organizational documents shall not contain any provisions inconsistent with such rights. The contractual indemnification rights set forth in Section 5.8(d) of the Company Disclosure Letter in existence on the date of this Agreement with any of the current or former directors, officers or employees of the Company or any Company Subsidiary shall be assumed by the Surviving Company and the Surviving Partnership without any further action, and shall continue in full force and effect in accordance with their terms following the Company Merger Effective Time. (e) The provisions of this Section 5.8 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Nothing in this Agreement, including this Section 5.8, is intended to, shall be construed to or shall release, waive or impair any rights to trustees’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company, any Company Subsidiaries or the Indemnified Parties, it being understood and agreed that the indemnification provided for in this Section 5.8 is not prior to, or in substitution for, any such claims under any such policies.

Trustees’ and Officers’ Indemnification. (a) Provided that any funds available pursuant to that certain Escrow Agreement, dated as of May 22, 1998, by From and after the Company, FUMI and National City Bank (the "ESCROW AGREEMENT"), have been utilized to the fullest extent possibleEffective Time, the Surviving Corporation Purchaser shall, to the fullest extent permitted by lawapplicable Law, honor all of the Company's and FUMI's obligations to indemnify indemnify, defend and hold harmless (whether pursuant to the Company's Amended and Restated Declaration of Trust, Bylaws, individual indemnity agreements, applicable laws each current or otherwise), including, if applicable, any obligations to advance funds for expenses, each present and former trustee, directormanager, officer, employee and agent director or officer of the Company REIT or FUMI any of the REIT Subsidiaries and each person who served as a trustee, director, officer, member, trustee or fiduciary of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan or enterprise, including the FUMI Share Trust, FUMI and FUMI's subsidiaries under each REIT Employee Benefit Plan (each, together with such person's heirs, executors or administrators, each an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or (i) all losses, expenses (including advancing attorneys' reasonable legal fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by lawexpenses), judgments, fines, losses, claims, damagesdamages or liabilities or, liabilities and subject to the proviso of the next sentence, amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an "ACTION")settlement, arising out ofof actions or omissions occurring at or prior to the Effective Time (and whether asserted or claimed prior to, relating to or in connection with any action or omission occurring or alleged to have occurred whether before at or after the Effective Time Time) to the extent that they are based on or arise out of the Mergers fact that such person is or was a trustee, manager, director, officer or fiduciary under each REIT Employee Benefit Plan, including payment on behalf of or advancement to the other transactions contemplated Indemnified Party of any expenses incurred by this Agreement such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement (the “Indemnified Liabilities”), and (ii) all Indemnified Liabilities to the extent they are based on or arising arise out of or pertaining pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Effective Time, and including any expenses incurred in enforcing such person’s rights under this Section 4.6; provided, howeverthat (x) the Purchaser shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, that conditioned or delayed), and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, the Purchaser shall not be obligated under this Section 4.6(a) to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all rights Indemnified Parties in any jurisdiction with respect to indemnification in respect any single legal action except to the extent that, on the advice of any Action pending such Indemnified Party’s counsel, two or asserted or any claim made within such period shall continue until the disposition more of such Action or resolution Indemnified Parties shall have conflicting interests in the outcome of such claimaction. In the event of any such Actionloss, expense, claim, damage or liability (whether or not asserted before the Effective Time), the parties hereto Purchaser shall cooperate with pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly, and in any event within ten days, after statements therefor are received and otherwise advance to such Indemnified Party in upon request, reimbursement of documented expenses reasonably incurred (provided that, if legally required, the defense person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of any a court of competent jurisdiction that such Action; provided that no out-of-pocket expense person is required on account of such cooperationnot legally entitled to indemnification under applicable Law). (b) The Surviving Corporation From and after the Closing, the Purchaser shall purchase a tail maintain the REIT’s officers’, directors’ and Trustees’ liability insurance policy policies (accurate and complete copies of which have been previously provided to the current policies of trustees' and officers' liability insurance maintained by Purchaser) in effect on the Company date hereof (the “D&O Insurance”) for a period of not less than six years after the Effective Date; provided that the Purchaser may substitute therefor policies of at least three (3) years the same coverage and amounts containing terms no less advantageous to such former Trustees, directors or officers so long as such substitution does not result in gaps or lapses of coverage with respect to matters arising occurring on or before prior to the Effective Time; provided further that in no event shall the Purchaser or the REIT be required to pay annual premiums in the aggregate of more than an amount equal to 300% of the current annual premiums paid by the REIT for such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; provided further that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Purchaser shall procure and maintain for such six-year period as much coverage as can be reasonably obtained for the Maximum Amount. The Purchaser shall have the option to cause coverage to be extended under the REIT’s D&O Insurance by obtaining a six-year “tail” policy or policies on terms and conditions no less advantageous than the REIT’s existing D&O Insurance, subject to the limitations set forth above in this Section 4.6(b), and such “tail” policy or policies shall satisfy the provisions of this Section 4.6(b). (c) The Surviving Corporation obligations of the Purchaser and the REIT under this Section 4.6 shall pay all reasonable expenses, including reasonable attorneys' fees, that may survive the Closing and the consummation of the Arrangement and shall not be incurred by terminated or modified in such a manner as to adversely affect any Indemnified Party in enforcing the indemnity and other obligations provided in to whom this Section 7.11. 4.6 applies (d) The rights of each it being expressly agreed that the Indemnified Party hereunder Parties to whom this Section 4.6 applies shall be in addition tothird party beneficiaries of this Section 4.6, each of whom (including his or her heirs, executors or administrators and not in limitation ofhis or her Representatives, any other rights such Indemnified Party successors and assigns) may have under enforce the Company's, the FUMI Share Trust's, FUMI's or their respective subsidiaries' Amended and Restated Declarations of Trust, Bylaws, individual indemnity agreements, certificates of incorporation, any other indemnification arrangement, applicable law or otherwise. The provisions of this Section 7.11 -52- shall survive 4.6) without the consummation consent of the Mergers and, anything else contained herein notwithstanding, expressly are intended to benefit each REIT or the Purchaser (including the successors and assigns of the Indemnified Parties. (e) REIT and/or the Purchaser). In the event that the Surviving Corporation REIT or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation company or entity in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then or if the Purchaser dissolves the REIT, then, and in each such case, the Purchaser shall cause proper provision shall to be made so that the successors and assigns of the Surviving Corporation REIT shall assume the obligations set forth in this Section 7.114.6. (d) For a period of not less than six years from the Effective Time, the Purchaser shall provide to the Indemnified Parties the same rights to exculpation, indemnification and advancement of expenses as provided to the Indemnified Parties under the provisions of the Declaration of Trust and the REIT Subsidiaries’ charter, bylaws, partnership agreement or similar organizational documents as in effect as of the date hereof, and the Declaration of Trust and the REIT Subsidiaries’ charter, bylaws, partnership agreement or similar organizational documents shall not contain any provisions contradictory to such rights. The Purchaser shall honour, in accordance with their terms, all contractual indemnification rights set forth in Section 4.6(d) of the REIT Disclosure Letter in existence on the date of this Agreement with any of the current or former trustees, officers or Employees of the REIT or any REIT Subsidiary. (e) The provisions of this Section 4.6 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Nothing in this Agreement, including this Section 4.6, is intended to, shall be construed to or shall release, waive or impair any rights to trustees’ and officers’ insurance claims under any policy that is or has been in existence with respect to the REIT, any REIT Subsidiary or the Indemnified Parties, it being understood and agreed that the indemnification provided for in this Section

Trustees’ and Officers’ Indemnification. ‌ (a) Provided that any funds available pursuant to that certain Escrow Agreement, dated as of May 22, 1998, by From and after the Company, FUMI and National City Bank (the "ESCROW AGREEMENT"), have been utilized to the fullest extent possibleEffective Time, the Surviving Corporation shallPurchaser shall cause the REIT to, to the fullest extent permitted by lawapplicable Law, honor all of the Company's and FUMI's obligations to indemnify indemnify, defend and hold harmless (whether pursuant to the Company's Amended and Restated Declaration of Trust, Bylaws, individual indemnity agreements, applicable laws each current or otherwise), including, if applicable, any obligations to advance funds for expenses, each present and former trustee, director, officer, employee and agent director or officer of the Company REIT or FUMI any of the REIT Subsidiaries and each person who served as a trustee, director, officer, member, trustee fiduciary under benefit plans of the REIT or fiduciary any of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan or enterprise, including the FUMI Share Trust, FUMI and FUMI's subsidiaries REIT Subsidiaries (each, together with such person's heirs, executors or administrators, each an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or (i) all losses, expenses (including advancing reasonable attorneys' ’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by lawexpenses), judgments, fines, losses, claims, damagesdamages or liabilities or, liabilities and subject to the proviso of the next sentence, amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an "ACTION")settlement, arising out ofof actions or omissions occurring at or prior to the Effective Time (and whether asserted or claimed prior to, relating to or in connection with any action or omission occurring or alleged to have occurred whether before at or after the Effective Time Time) to the extent that they are based on or arise out of the Mergers fact that such person is or was a trustee, director, officer or fiduciary under benefit plans, including payment on behalf of or advancement to the other transactions contemplated Indemnified Party of any expenses incurred by this Agreement such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement (the “Indemnified Liabilities”), and (ii) all Indemnified Liabilities to the extent they are based on or arising arise out of or pertaining pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Effective Time, and including any expenses incurred in enforcing such person’s rights under this Section 4.7; provided, howeverthat (x) the REIT shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, that conditioned or delayed); and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, the REIT shall not be obligated under this Section 4.7(a) to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all rights Indemnified Parties in any jurisdiction with respect to indemnification in respect any single legal action except to the extent that, on the advice of any Action pending such Indemnified Party’s counsel, two or asserted or any claim made within such period shall continue until the disposition more of such Action or resolution Indemnified Parties shall have conflicting interests in the outcome of such claimaction. In the event of any such Actionloss, expense, claim, damage or liability (whether or not asserted before the Effective Time), the parties hereto REIT shall cooperate with pay the reasonable fees and expenses of counsel selected by the‌ Indemnified Parties promptly, and in any event within ten days, after statements therefor are received and otherwise advance to such Indemnified Party in upon request, reimbursement of documented expenses reasonably incurred (provided that, if legally required, the defense person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of any a court of competent jurisdiction that such Action; provided that no out-of-pocket expense person is required on account of such cooperationnot legally entitled to indemnification under applicable Law). (b) The Surviving Corporation From and after the Closing, the Purchaser shall purchase a tail cause the REIT to maintain the REIT’s officers’, directors’ and trustees’ liability insurance policy policies (accurate and complete copies of which have been previously provided to the current policies of trustees' and officers' liability insurance maintained by Purchaser) in effect on the Company date hereof (the “D&O Insurance”) for a period of not less than six years after the Effective Date; provided that the REIT may substitute therefor policies of at least three (3) years the same coverage and amounts containing terms no less advantageous to such former trustees, directors or officers so long as such substitution does not result in gaps or lapses of coverage with respect to matters arising occurring on or before prior to the Effective Time.; provided further that in no event shall the Purchaser or the REIT be required to pay annual premiums in the aggregate of more than an amount equal to 300% of the current annual premiums paid by the REIT for such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; provided further that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Purchaser shall cause the REIT to procure and maintain for such six-year period as much coverage as can be reasonably obtained for the Maximum Amount. The Purchaser shall have the option to cause coverage to be extended under the REIT’s D&O Insurance by obtaining a six-year “tail” policy or policies on terms and conditions no less advantageous than the REIT’s existing D&O Insurance, subject to the limitations set forth in the provisos above in this Section 4.7(b), and such “tail” policy or policies shall satisfy the provisions of this Section 4.7(b).‌ (c) The Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 7.11. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Company's, the FUMI Share Trust's, FUMI's or their respective subsidiaries' Amended and Restated Declarations of Trust, Bylaws, individual indemnity agreements, certificates of incorporation, any other indemnification arrangement, applicable law or otherwise. The provisions of this Section 7.11 -52- shall survive the consummation of the Mergers and, anything else contained herein notwithstanding, expressly are intended to benefit each of Purchaser and the Indemnified Parties. (e) In the event that the Surviving Corporation or any of its 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 its properties and assets to any person, then and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in REIT under this Section 7.11.Section