Directors’ and Officers’ Liability Insurance. On or before the Effective Date, the Debtors shall purchase and maintain directors, officers, managers, and employee liability tail coverage for the six-year period following the Effective Date on terms no less favorable than the Debtors’ existing director, officer, manager, and employee coverage and with an aggregate limit of liability of no less than the aggregate limit of liability under the existing director, officer, manager, and employee coverage upon placement.

Indemnification; Directors and Officers Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the ​ Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the ​ Group, both during employment and thereafter while potential liability exists.

Directors’ and Officers’ Insurance. The Company is to maintain directors’ and officers’ insurance in an amount determined by the Board to be reasonable.

Directors and Officers Insurance. The Company will maintain a policy of directors’ and officer’s liability insurance with broad form coverage, insuring you as both an officer and director of the Company and with coverage limits of not less than Two Million Dollars ($2,000,000) per occurrence. Company will pay for up to $1,000,000 in errors and omission insurance, if D&O coverage is less than $2,000,000.

DR will be covered by the Company’s Directors’ & Officers’ Insurance Policy as in force and amended from time to time. He shall receive a summary of the Insurance Policy.

From and after the Effective Time, BRPA and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of BRPA, the Company and each of the Company’s Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or

Directors and Officers. Notwithstanding any provision of this Agreement to the contrary, Shareholder has entered into this Agreement in its, his or her capacity as a Shareholder of the [[Organization A:Organization]], and nothing in this Agreement shall limit or restrict Shareholder or any representative of Shareholder from acting, if applicable, in the Shareholder’s or such representative’s capacity as a director or officer of the [[Organization A:Organization]] (it being understood that this Agreement shall apply to Shareholder solely in Shareholder’s capacity as a shareholder of the [[Organization A:Organization]]) or voting in Shareholder’s sole discretion on any matter other than those matters referred to in Section 2. [[Organization B:Organization]] covenants that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which # alleges that any action taken (or not taken) by Shareholder or Shareholder’s representative solely in Shareholder’s or such representative’s capacity as a director or officer of the [[Organization A:Organization]] breaches or violates or would breach or violate any provision of this Agreement or the Proxy or # challenges the right of Shareholder to vote or challenges the validity of or seeks to enjoin any vote by Shareholder (or the grant of a proxy with respect thereto) on any matter other than those matters set forth in Section 2.

DIRECTORS AND OFFICERS. Subject to Section 7 and to restrictions advisable with respect to the qualification of the Company as a REIT, directors, managers, officers and employees of the Advisor or an Affiliate of the Advisor or any corporate parent of an Affiliate, may serve as a Director or officer of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than # reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board or # as otherwise approved by the Board, including a majority of the Independent Directors, and no such Director shall be deemed an Independent Director for purposes of satisfying the Director independence requirement set forth in the Charter. For so long as this Agreement is in effect, the Advisor shall have the right to nominate, subject to the approval of such nomination by the Board, three Directors who are Affiliated with the Advisor to the slate of Directors to be voted on by the stockholders at the Company’s annual meeting of stockholders; provided, however, that such number of director nominees shall be reduced as necessary by a number that will result in a majority of the Directors being Independent Directors. Furthermore, the Board shall consult with the Advisor in connection with # its selection of each Independent Director for nomination to the slate of Directors to be voted on at the annual meeting of stockholders, and # filling any vacancies created by the removal, resignation, retirement or death of any Director.

Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

Liability Insurance. Commercial general liability insurance (and commercial umbrella insurance, if necessary to provide required limits), at least as broad as the Insurance Services Office (ISO) occurrence policy form CG 00 01, or a substitute form providing equivalent coverage as reasonably approved by Landlord, with limits of not less than Five Million Dollars ($5,000,000) per occurrence and annual aggregate, covering the insured against claims of bodily injury, broad form property damage and personal and advertising injury and including coverage for, premises and products/completed operations (including the use of owned and non-owned equipment), damage to rented premises, and blanket contractual liability (including tort liability of another party and Tenant’s liability for injury or death to persons and damage to property set forth in Paragraph 8.5 below). Coverage for personal and advertising injury may be carried under Tenant’s cyber/E&O insurance policy.