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.

Directors and Officers. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

The members of the Reorganized Holdco Board and the officers, directors, and/or managers of each of the Reorganized Debtors will be identified in the Plan Supplement. The members of Holdings GP’s board of directors are deemed to have resigned as of the Effective Date. On the Effective Date, the Reorganized Holdco Board will consist of 6 members. The Members of the Reorganized Holdco Board shall be appointed by the Supporting Common Interest Holders and the Consenting Term Lenders in accordance with the terms of the RSA and the members of the board of directors of any subsidiary of Reorganized Holdco shall be acceptable to the Supporting Common Interest Holders and the Required Consenting Term Lenders. On the Effective Date, the existing officers of the Debtors shall serve in their current capacities for the Reorganized Debtors. From and after the Effective Date, each director, officer, or manager of the Reorganized Debtors shall serve pursuant to the terms of their respective charters and bylaws or other formation and constituent documents, and applicable laws of the respective Reorganized Debtor’s jurisdiction of formation. In accordance with section 1129(a)(5) of the Bankruptcy Code, the identities and affiliations of the members of the Reorganized Holdco Board and any Person proposed to serve as an officer of Reorganized Holdco shall be disclosed at or before the Confirmation Hearing.

Directors and Officers. Nothing in this Agreement shall be construed to relieve the directors or officers of the Company and its Subsidiaries from the performance of their respective duties or limit the exercise of their powers in accordance with the Company’s and its Subsidiaries’ charter, bylaws, operating agreement, other constituent documents, applicable law, or otherwise. The activities of the Company and its Subsidiaries shall at all times be subject [[Organization A:Organization]] control and direction of their respective directors and officers. The Company and its Subsidiaries reserve the right to make all decisions with regard to any matter upon which any Advisor has rendered its advice and consultation. The Company, its Subsidiaries and Advisors expressly acknowledge and agree that Advisors are being engaged by the Company and its Subsidiaries to provide the Services [[Organization A:Organization]] and its Subsidiaries, for which Advisors will be compensated pursuant [[Organization A:Organization]] terms of this Agreement. Advisors shall not, and shall have no authority to, control the Company or its Subsidiaries or the Company’s or its Subsidiaries’ day-to-day operations, whether through the performance of Advisors’ duties hereunder or otherwise. Moreover, although the Company and/or its Subsidiaries may grant to any Advisor authority to sign, review or approve the Company’s and/or its Subsidiaries’ checks, payments, expenditures, transfers and/or conveyances, any such grant of authority shall be made by the Company or its Subsidiaries, as applicable, and accepted by each Advisor with the express understanding and limitation that such Advisor shall possess and exercise such authority solely in its capacity as a provider of the Services pursuant [[Organization A:Organization]] terms of this Agreement, and in no other capacity, and that no inference shall be drawn therefrom as to any ability of any Advisor to control the Company or its Subsidiaries or the Company’s or its Subsidiaries’ day-to-day operations or any liability or responsibility therefor. The Company’s and its Subsidiaries’ directors, officers and employees shall retain all responsibility for the Company, its Subsidiaries and their operations as and [[Organization A:Organization]] extent required by the Company’s and its Subsidiaries’ charter, bylaws, operating agreement, other constituent documents, and applicable law.

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.

Cosmos shall have received a written resignation from each of the directors and officers of [[Organization B:Organization]] effective as of the Closing.

From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the Bank and the Surviving Corporation shall jointly and severally indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of ​ (the “​ Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that a ​ Indemnified Party is or was an officer or director of ​, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided under the BLC or ​’s current Certificate of Incorporation, By-laws or agreements with those persons. Each ​ Indemnified Party shall be entitled, subject to applicable Law, to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from the Surviving Corporation within ten (10) Business Days of receipt by the Surviving Corporation from ​ Indemnified Party of a request therefor; in all cases subject to the Surviving Corporation’s receipt of an undertaking by such ​ Indemnified Party to repay such expenses and fees paid in advance if it is ultimately determined in a final non-appealable judgment of a court of competent jurisdiction that such ​ Indemnified Party is not entitled to be indemnified under applicable Law. In addition, the Surviving Corporation shall not be liable for any settlement effected without its prior written consent (which such consent shall not be unreasonably withheld or delayed).